Attached files
file | filename |
---|---|
8-K - Talon Therapeutics, Inc. | v187788_8k.htm |
EX-3.2 - Talon Therapeutics, Inc. | v187788_ex3-2.htm |
EX-3.1 - Talon Therapeutics, Inc. | v187788_ex3-1.htm |
EX-10.3 - Talon Therapeutics, Inc. | v187788_ex10-3.htm |
EX-10.4 - Talon Therapeutics, Inc. | v187788_ex10-4.htm |
EX-10.2 - Talon Therapeutics, Inc. | v187788_ex10-2.htm |
EX-10.1 - Talon Therapeutics, Inc. | v187788_ex10-1.htm |
EX-99.2 - Talon Therapeutics, Inc. | v187788_ex99-2.htm |
EXHIBIT
99.1
Hana
Biosciences Announces Financing of Up to $100 Million
SOUTH SAN
FRANCISCO, Calif., Jun 7, 2010 (GlobeNewswire via COMTEX News Network) -- Hana
Biosciences Inc., (OTCBB:HNAB), a biopharmaceutical company focused on
strengthening the foundation of cancer care, today announced that it has entered
into an Investment Agreement with Warburg Pincus and Deerfield Management for
the sale of up to $100 million in preferred stock. Warburg Pincus, the lead
investor in the financing, is a new investor in Hana, and Deerfield is the
company's largest existing shareholder prior to this financing. The sale of $40
million of preferred stock under the Investment Agreement closed
today.
Hana
intends to use the net proceeds from the financing to advance its clinical
development and commercialization programs, including regulatory activities
related to Marqibo's New Drug Application preparation and submission, and for
general corporate purposes. In conjunction with the financing, the Company's
Board of Directors will expand to nine members with Warburg Pincus having the
right to designate five new members.
"We are
pleased that Warburg Pincus and Deerfield have made such a significant
investment in the Company and view it as further validation of the potential of
Hana's pipeline of product candidates," said Steven R. Deitcher, M.D., President
and Chief Executive Officer of Hana Biosciences.
Hana
expects that the financing will provide the funds needed to develop Marqibo to
approval and commercialization for relapsed/refractory adult ALL patients; to
study Marqibo(R) in front-line adult ALL and lymphoma patients; and to unlock
the full potential of menadione topical lotion, a first-in-class therapeutic
targeted at the dose-limiting skin toxicities in cancer patients taking EGFR
inhibitors.
"We are
very pleased to be able to provide the financing necessary to advance Hana's
promising product pipeline," said Jonathan Leff, a Managing Director of Warburg
Pincus. "We look forward to working closely with the company's board and
management team to address important unmet needs in oncology."
Terms of
the Financing
The
Company has entered into an Investment Agreement for the sale of up to $100
million of Preferred Stock. On June 7, 2010, the investors purchased 400,000
shares of Series A-1 Preferred Stock, at a per share sale price of $100. In
conjunction with the signing, the investors have the right to purchase up to $60
million of additional Preferred Stock under certain circumstances. Upon approval
by the Company's stockholders to increase the Company's authorized outstanding
shares of common stock, effect a reverse stock split, and other related matters
within 6 months of the closing date (i) the conversion price for the Preferred
Stock to be converted to common stock will be: $0.184 for the $40 million
purchased by the investors today, $0.184 for the next $20 million that the
investors have the right to purchase, and $0.276 for the additional $40 million
of Preferred Stock that the investors may have the right to purchase under
certain circumstances and (ii) the Preferred Stock would accrete at the rate of
9% per annum, among other provisions.
If the
Company's stockholders do not approve the above stated items (i) the investors
retain the right, but not the obligation, to purchase up to an additional $60
million of Preferred Stock under certain circumstances; (ii) the effective
conversion price would remain at its currently established level of $0.1288, for
the $40 million purchased by the investors today, $0.1288 for the next $60
million that the investors have the right to purchase under certain
circumstances; (iii) the accretion rate would be 12% increasing annually by
0.50%, and the Preferred Stock would retain a liquidation preference equal to at
least 2.5 times its accreted value, among other provisions.
The
investors are subject to certain transfer and standstill restrictions. In
addition, the investors have voting rights, liquidation preferences, change of
control rights, participation rights, anti-dilution protection and redemption
rights, among other rights. Upon completion of the closing of the first $40
million, and in accordance with the terms of the Investment Agreement, Michael
Weiser and Lyn Wiesinger resigned as directors of Hana, and Jonathan Leff,
Nishan de Silva and Andrew Ferrer, each designated by Warburg Pincus, were
appointed to Hana's board of directors. Warburg also has the right to designate
two additional directors to Hana's board.
Roth
Capital Partners, LLC served as financial advisor to a special committee of
Hana's board of directors and provided a fairness opinion in connection with the
transaction.
About
Hana Biosciences, Inc.
Hana
Biosciences, Inc. is a biopharmaceutical company dedicated to developing and
commercializing new, differentiated cancer therapies designed to improve and
enable current standards of care. The company's lead product candidate,
Marqibo(R), potentially treats acute lymphoblastic leukemia and lymphomas. The
Company has additional pipeline opportunities some of which, like Marqibo,
improve delivery and enhance the therapeutic benefits of well characterized,
proven chemotherapies and enable high potency dosing without increased toxicity.
Additional information on Hana Biosciences can be found at www.hanabiosciences.com.
The Hana
Biosciences, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3290
About
Warburg Pincus
Warburg
Pincus is a leading global private equity firm. The firm has more than $30
billion in assets under management. Its active portfolio of more than 110
companies is highly diversified by stage, sector and geography. Warburg Pincus
is a growth investor and an experienced partner to management teams seeking to
build durable companies with sustainable value. Founded in 1966, Warburg Pincus
has raised 13 private equity funds which have invested more than $35 billion in
approximately 600 companies in more than 30 countries. The firm has offices in
Beijing, Frankfurt, Hong Kong, London, Mumbai, New York, San Francisco,
São Paulo, Shanghai and Tokyo. For more information, please visit
www.warburgpincus.com
Forward-Looking
Statement
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are often,
but not always, made through the use of words or phrases such as "anticipates,"
"expects," "plans," "believes," "intends," and similar words or phrases. These
forward-looking statements include without limitation, statements regarding: the
anticipated capital required to advance Hana's product candidates; the timing,
progress and anticipated results of Hana's planned NDA filing relating to
Marqibo, including whether such NDA submission will be accepted for review or
approved by the FDA; and statements regarding the potential of Hana's product
candidates. Such statements involve risks and uncertainties that could cause
Hana's actual results to differ materially from the anticipated results and
expectations expressed in these forward-looking statements. These statements are
based on current expectations, forecasts and assumptions that are subject to
risks and uncertainties, which could cause actual outcomes and results to differ
materially from these statements. Among other things, there can be no assurances
that any of Hana's clinical and regulatory development efforts relating to
Marqibo or its other product candidates will be successful; that even if an NDA
for Marqibo is accepted by the FDA, that it will be approved; that the data of
the clinical trials of Marqibo will be sufficient to support approval by the FDA
of an NDA for Marqibo; that Hana will have completed all other activities
necessary for the filing of an NDA or other submission with the FDA; that the
results of the clinical trials of Marqibo will support Hana's claims or beliefs
concerning Marqibo's safety and effectiveness; and that its existing patent and
other intellectual property rights will be adequate. Additional risks that may
affect such forward-looking statements include Hana's need to raise additional
capital to fund its product development programs to completion, Hana's reliance
on third-party researchers to develop its product candidates, and its lack of
experience in developing and commercializing pharmaceutical products. Additional
risks are described in the company's Annual Report on Form 10-K for the year
ended December 31, 2009 and in the Company's Form 10-Q for the three month
period ended March 31, 2010. Hana assumes no obligation to update these
statements, except as required by law.
SOURCE:
Hana Biosciences, Inc.
CONTACT: Hana
Biosciences, Inc.
Investor
& Media Contacts:
Investor
Relations Team
(650)
588-6641
investor.relations@hanabiosciences.com