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Pfizer to acquire Coley Pharmaceutical

US-based pharmaceutical giant Pfizer has signed an agreement to acquire biopharmaceutical company Coley Pharmaceutical.

US-based pharmaceutical giant Pfizer has signed an agreement to acquire biopharmaceutical company Coley Pharmaceutical.

Coley was targeted for acquisition by Pfizer for its vaccine adjuvant technology. The company also has in its portfolio a new class of immunomodulatory drug candidates in cancer, allergy and asthma and autoimmune diseases.

Per the agreement, Pfizer will make a cash tender offer for all of the outstanding common stock of Coley for USD 8.00 per share for a total value of USD 164m. The transaction is subject to customary closing conditions, including approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the acquisition by Pfizer of a majority of Coley's shares. Shareholders holding approximately 27 per cent of the Coley shares have entered into agreements to tender their shares in the offer.

Coley's portfolio includes a new class of drug candidates called TLR Therapeutics which stimulate or block immune system Toll-like receptors (TLRs). This action directs the immune system to fight disease. Coley has proprietary clinical stage drug candidates targeting TLRs 7, 8 and 9.

The acquisition is expected to close in early 2008.

Lazard Freres and Covington & Burling advised Pfizer on this transaction. JP Morgan and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo acted as advisors for Coley.

Jeffrey B Kindler, Pfizer's CEO, said: "Coley's innovative product candidate portfolio and technology have the potential to significantly enhance future vaccine and immunotherapeutic approaches to a broad range of diseases including Alzheimer's, asthma, infectious disease and oncology, where we already have strong collaborative research in place."

Robert L Bratzler, Coley's CEO, added: "We believe this transaction is a strong testament to the therapeutic potential of targeting TLR pathways and reflects Pfizer's commitment to discovering and advancing TLR Therapeutic candidates that may be capable of directing the immune system to treat a wide range of diseases."

30th September 2008

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