LEXINGTON, Mass.--(BUSINESS WIRE)--Concert Pharmaceuticals, Inc. (NASDAQ: CNCE) today announced that it has received a request for additional information (“Second Request”) from the United States Federal Trade Commission (FTC) in connection with the pending acquisition of CTP-656 and other assets related to the treatment of cystic fibrosis by Vertex Pharmaceuticals Inc. (NASDAQ: VRTX). The Second Request was issued under notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). Concert intends to work cooperatively with the FTC as it reviews the transaction.
As announced on March 6, 2017, pursuant to an asset purchase agreement, Vertex will pay Concert $160 million in cash for all worldwide development and commercialization rights to CTP-656 and Concert’s other cystic fibrosis assets. If CTP-656 is approved as part of a combination regimen to treat CF, Concert could receive up to an additional $90 million in milestones based on regulatory approval in the U.S. and agreement for reimbursement in the first of the United Kingdom, Germany or France.
Concert’s annual meeting of stockholders will be held on May 24, 2017 at 9:00 a.m. and will include for consideration the authorization of the CTP-656 asset purchase agreement. Concert’s Board of Directors unanimously supports the transaction and recommends that Concert’s shareholders vote in favor of it. Concert continues to expect the transaction to close by October 31, 2017.
Additional Information about the Transaction and Where to Find It
This
press release is being made in respect of the proposed asset sale with
Vertex. The proposed asset sale and the asset purchase agreement has
been submitted to the shareholders of Concert for their consideration
and approval pursuant to a definitive proxy statement filed with the
Securities and Exchange Commission (SEC) on April 26, 2017. This press
release does not constitute a solicitation of any vote or proxy from any
shareholder of Concert. Investors are urged to read the proxy statement
carefully and in its entirety and any other relevant documents or
materials filed or to be filed with the SEC or incorporated by reference
in the proxy statement, because they contain or will contain important
information about the proposed asset sale. The definitive proxy
statement has been mailed to Concert’s shareholders. In addition, the
proxy statement and other documents are available free of charge at the
SEC’s internet website, www.sec.gov.
The proxy statement and other pertinent documents may also be obtained
free of charge at the Investors
section of Concert’s website, www.concertpharma.com,
or by directing a written request to Concert Pharmaceuticals, Inc.,
Attn: Investor Relations, at 99 Hayden Ave, #500, Lexington, MA 02421.
Concert and its directors, executive officers and other members of management, and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed asset sale. Information about Concert’s directors and executive officers and their interests in the transaction are included in Concert’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 6, 2017, the definitive proxy statement filed with the SEC on April 26, 2017 and all additional proxy soliciting materials filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
About Concert
Concert
Pharmaceuticals is a clinical stage biopharmaceutical company
focused on applying its DCE
Platform® (deuterated chemical entity platform) to create novel
medicines designed to address unmet patient needs. The Company’s
approach starts with approved drugs in which deuterium substitution has
the potential to enhance clinical safety, tolerability or efficacy.
Concert has a broad
pipeline of innovative medicines targeting pulmonary diseases,
including cystic fibrosis, autoimmune and inflammatory diseases and
central nervous systems (CNS) disorders. For more information please
visit www.concertpharma.com.
Cautionary Note on Forward Looking Statements
Any statements
in this press release about our future expectations, plans and
prospects, including statements about the asset purchase agreement,
potential payments to be received pursuant to the asset purchase
agreement, the expected timing of the closing of the transaction and
other statements containing the words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “would,” and
similar expressions, constitute forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995. Actual
results may differ materially from those indicated by such
forward-looking statements as a result of various important factors,
including: the possibility that the closing conditions to the
contemplated transaction may not be satisfied or waived, including that
a governmental entity may prohibit, delay, place conditions on, or
refuse to grant a necessary regulatory approval; the occurrence of any
event that could give rise to termination of the asset purchase
agreement; the risk that the proposed transaction disrupts current plans
and operations, increases operating costs, results in management
distraction and the potential difficulties in maintaining relationships
with customers, suppliers and other third parties and employee retention
as a result of the transaction and additional regulatory authority
requests; the uncertainties inherent in the initiation of future
clinical trials; availability and timing of data from ongoing and future
clinical trials and the results of such trials; whether preliminary
results from a clinical trial will be predictive of the final results of
that trial or whether results of early clinical trials will be
indicative of the results of later clinical trials; expectations for
regulatory approvals; availability of funding sufficient for our
foreseeable and unforeseeable operating expenses and capital expenditure
requirements; and other factors discussed in the “Risk Factors” section
of our most recent Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission and in other filings that we make
with the Securities and Exchange Commission. In addition, any
forward-looking statements included in this press release represent our
views only as of the date of this release and should not be relied upon
as representing our views as of any subsequent date. We specifically
disclaim any obligation to update any forward-looking statements
included in this press release.
Concert Pharmaceuticals Inc., the CoNCERT Pharmaceuticals Inc. logo and DCE Platform are registered trademarks of Concert Pharmaceuticals, Inc.