NEW YORK, Nov. 16 - Celera Genomics’ acquisition of Axys Pharmaceuticals was formally approved by the US Securities and Exchange on Friday, Celera said. The transaction will be put to bed at the close of business in California on Friday and from then on Axys will do business under the Celera name.
"Celera continues to move forward with our evolution as a therapeutic discovery company," J. Craig Venter, Celera's president and chief scientific officer, said in a statement. "Through this acquisition, Celera will have an outstanding team of scientists with expertise in protein structure-based drug design, medicinal chemistry, and preclinical development, which should complement our existing proteomics and biologics programs.”
According to the statement, Celera is “committed to continuing the partnered programs that Axys has developed” with various pharmaceutical companies and “we believe Celera will be well positioned to develop new collaborations.”
The transaction was structured as a tax-free stock-for-stock reorganization in which Axys stockholders will receive 0.1355 shares of Applera-Celera Genomics Group Common Stock for each share of Axys common stock held. In turn, Applera expects to issue approximately 5.5 million shares of Celera Genomics Group Common Stock for shares of Axys common stock issued and outstanding as of the closing.
As GenomeWeb reported, Celera Genomics in June announced its intention to acquire South San Francisco, Calif.-based Axys Pharmaceuticals in hopes of using its chemical libraries of small molecules and its experience in structural and medicinal chemistry. Celera would use these data to help it identify potential drugs for protein targets that it identifies through its own proteomics program.
"We believe Axys has the technical capabilities, infrastructure, and most importantly the people to take us forward," Peter Chambre, Celera's chief operating officer, said in a conference call conducted when the acquisition was announced. Chambre now has taken an as-yet undisclosed position within Applera, and it was not immediately known who took over his responsibilities as COO of Celera.
As part of the new company, Axys' senior management will take positions within Celera and Axys' team of 55 chemists and biologists will work together with Celera's scientific team.
Michael C. Venuti, Axys' senior vice president for research and development, will become the general manager of Celera's South San Francisco operations and report to Venter, according to Celera. Paul J. Hastings, Axys' president and chief executive officer, “has agreed to remain with Celera for a limited period” to help integrate the two companies, Celera said.
Celera also gets a new 43,000-square-foot medicinal chemistry facility Axys is building in South San Francisco that will house up to 80 chemists. In addition to its other capabilities, Hastings said that the company has access as a customer to the combinatorial chemistry libraries of its former subsidiary Axys Advanced Technologies, now a part of San Diego-based Discovery Partners.
Back in June Chambre said that Celera, based in Rockville, Md., would allow Axys to continue in its current collaborations with Merck to develop lead drug compounds for osteoporosis, and with Aventis to identify lead compounds for inflammatory and autoimmune diseases.
In addition to its collaborations, Axys also has its own drug-development efforts in oncology, but Venter made clear in June that Celera did not buy Axys for the drugs currently in its pipeline, but instead for its capabilities in biology and chemistry.
"We did not do this based on the pipeline that has existed or does exist," Venter said, but added that “we're not going to ignore it either."
Hastings added that once a part of Celera, Axys would continue trying to find partners to further develop the drugs currently in its pipeline and would focus primarily on finding drug candidates for Celera's targets.
Venter explained that Celera has already targeted four key disease areas in its drug-discovery efforts, including colon, pancreas, lung, and breast cancer. He did not comment specifically on what diseases or classes of drug targets Axys' team of chemists would tackle initially.
Axys, however, won't solve all of Celera's needs, said Tony White, CEO of Applera. The company still needs to build or acquire capabilities in target validation, he has said, "because we don't think we can achieve all that we need in this area."