GAITHERSBURG, Md., and MOUNTAIN VIEW, Calif., Dec. 3 --
MedImmune, Inc. (Nasdaq:MEDI) and Aviron (Nasdaq:AVIR) announced today that
they have entered into a definitive merger agreement under which MedImmune
will acquire Aviron through an exchange offer and merger transaction.
transaction offers 1.075 MedImmune shares for each Aviron share.
MedImmune's closing price of $44.10 on November 30, 2001, this transaction
values Aviron at $47.41 per share, or approximately $1.5 billion, net of cash.
``Our acquisition of Aviron represents an excellent strategic fit and an
opportunity to generate substantial growth in the near and long-term,''
commented David M. Mott, chief executive officer of MedImmune.
that adding FluMist to our existing lead product, Synagis® (palivizumab),
could enable MedImmune to join the elite group of biotechnology companies that
have more than one product with greater than $1 billion in annual sales
Aviron also adds vaccine technology that is synergistic with our
established platform in infectious disease and immunology.
strengths in research and development, manufacturing and regulatory affairs,
we are well suited to analyze the FluMist opportunity and enhance Aviron's
current efforts to gain final regulatory approval for the product.
objective, consistent with Aviron's previously stated goal, is to launch
FluMist in 2002, which would diversify and expand our revenue base and have
the potential to significantly accelerate our revenue and earnings growth
rates from 2003 through 2006.''
C. Boyd Clarke, chief executive officer and chairman of Aviron, said, ``The
combination of MedImmune and Aviron creates a premier biotech company with the
potential to significantly enhance shareholder value for both companies --
beyond what either could achieve on its own.
MedImmune has the skills,
experience and resources to help us ensure that the commercial potential of
FluMist and our other vaccine candidates is maximized.
At the same time, our
shareholders will have the opportunity to benefit from the continued growth
and success of MedImmune's currently marketed products and strong pipeline.
Our board has concluded that this transaction is in the best interest of
Pursuant to a 1999 agreement, Wyeth-Lederle Vaccines, a division of
American Home Products, would co-promote FluMist in the U.S. with Aviron, and
would be responsible for distributing the product throughout most of the rest
of the world.
Aviron is responsible for worldwide manufacturing of the first
generation frozen FluMist product, and the companies have shared
responsibility for manufacturing the second generation liquid FluMist product.
Wyeth will record all sales of the product to end-users and Aviron will record
manufacturing revenues, milestones and royalties on Wyeth's sales.
estimates that its revenues and operating income from FluMist will approximate
half of the worldwide end-user sales of the product and half of the overall
profitability from the product.
Aviron is a leader in the development of live, attenuated vaccines and, in
addition to FluMist, has vaccines for prevention of Epstein-Barr virus,
parainfluenza type 3, and cytomegalovirus in clinical development.
stage research programs include vaccines for respiratory syncytial virus and
herpes simplex virus.
Under the terms of the agreement, a subsidiary of MedImmune will commence
an offer to exchange 1.075 shares of MedImmune common stock for each
outstanding Aviron share.
The exchange ratio is not subject to a collar.
exchange offer will be followed by a merger to complete the transaction for
the same price for all shares not tendered through the exchange offer.
exchange offer will be subject to customary closing conditions, including that
at least a majority of Aviron's diluted shares have been tendered, antitrust
clearance obtained, and no material adverse change to Aviron.
is expected to be tax free to Aviron shareholders.
The transaction is
anticipated to close in the first quarter of 2002.
The acquisition is
expected to be dilutive in 2002, neutral in 2003 and significantly accretive
thereafter to cash earnings before amortization of acquisition intangibles and
Mr. Mott added, ``Aviron's employees and management have done a tremendous
job in building the value and capabilities of the company.
We look forward to
welcoming the Aviron team to MedImmune and working together to build the most
successful company in the biotech industry.''
FluMist is a live, attenuated virus vaccine delivered as a nasal mist for
the prevention of influenza, which was submitted to the U.S. Food and Drug
Administration for approval on October 31, 2000.
Aviron received a Complete
Response Letter from the FDA on August 31, 2001.
Aviron expects to file a
response to this letter by December 31, 2001 and is working to achieve
approval of the product for the 2002 flu season.
Approximately 75 million
influenza vaccine doses were believed to have been manufactured for use in the
U.S. for the 2000/2001 influenza season.
Given FluMist's ease of
administration, MedImmune believes this already large market has the potential
to grow substantially, primarily through expansion in the pediatric and
MedImmune has established end-user sales goals for
FluMist of $500 million within three years of launch and $1 billion within
five years of launch.
MedImmune's 2002 Preliminary Financial Guidance and Long-Term Goals
MedImmune is providing the following forward-looking information as a
convenience to investors.
The guidance and objectives assume the acquisition
of Aviron closes in first quarter 2002.
They also assume both the continued
growth and success of MedImmune's existing business (primarily including sales
of Synagis, Ethyol® (amifostine) and CytoGam® (cytomegalovirus immune
globulin intravenous (human)) and the successful launch of FluMist in the U.S.
in third-quarter 2002.
The guidance and objectives are based upon numerous
assumptions, many of which MedImmune cannot control and which may not develop
as MedImmune expects.
Consequently, actual results may differ materially from
the guidance and objectives described herein.
Please refer to the Disclosure
MedImmune expects to provide updated guidance following the
closing of the acquisition and completion of purchase accounting adjustments.
Guidance and objectives provided below refer to cash earnings per share which
exclude the impact of any in-process R&D writeoffs, amortization of
intangibles and other purchase accounting related items, which have yet to be
For the year ending December 31, 2002:
Total revenues are projected to reach approximately $900 million and cash
earnings per share, excluding transaction related expenses, are expected to be
$0.65 to $0.70.
2003 revenues are expected to reach $1.1 billion to $1.25 billion and cash
earnings per share are expected to be $1.15 to $1.20.
From 2003 -- 2006,
MedImmune's goal is to achieve compound annual growth in revenues in excess of
25 percent and annual growth in earnings per share of over 30 percent.
Achievement of these goals will result in 2006 revenues in excess of
$2.1 billion and cash earnings per share in excess of $2.50.
MedImmune is offering a live webcast of a discussion by MedImmune and
Aviron management members regarding this merger today (December 3, 2001) at
9:00 a.m. EST.
The webcast may be accessed on MedImmune's website at
A replay of the webcast will also be available via our
website until midnight December 10, 2001.
An audio replay of the webcast will
be available beginning at 11 a.m. EST on December 3, 2001 until midnight
December 10, 2001 by calling (719) 457-0820.
The passcode for the audio
replay is 459628.
Aviron is a biopharmaceutical company headquartered in Mountain View,
California, focused on prevention of disease through innovative vaccine
The company's product portfolio includes: FluMist(TM), a live
virus vaccine delivered as a nasal mist for the prevention of influenza; a
live parainfluenza virus type 3 vaccine; a vaccine to prevent Epstein-Barr
virus, and a cytomegalovirus vaccine.
For more information on Aviron, visit
the company's website at www.aviron.com .
MedImmune, Inc. is a fully integrated biotechnology company focused on
developing and marketing products that address medical needs in areas such as
infectious disease, immune regulation and cancer.
Gaithersburg, Maryland, MedImmune has manufacturing facilities in Frederick,
Maryland and Nijmegen, the Netherlands.
MedImmune markets five products,
including: Synagis® (palivizumab), which is marketed for the prevention of
serious lower respiratory tract disease caused by respiratory syncytial virus
in pediatric patients at high risk of RSV disease, which is prominent in the
Northern Hemisphere from October through May (see full prescribing information
at www.medimmune.com ); Ethyol®, which is marketed for the reduction of both
cumulative renal toxicity associated with repeated administration of cisplatin
in patients with advanced ovarian cancer or non-small cell lung cancer and
moderate to severe xerostomia in patients undergoing post-operative radiation
treatment for head and neck cancer, where the radiation port includes a
substantial portion of the parotid (see full prescribing information at
www.medimmune.com ); and CytoGam®, which is marketed for the prophylaxis
against cytomegalovirus disease associated with transplantation of kidney,
lung, liver, pancreas, and heart (see full prescribing information at
MedImmune also has six products in various stages of
clinical testing for a number of diseases and a several more product
candidates in preclinical testing.
For more information on MedImmune, visit
the company's website at www.medimmune.com .
DISCLOSURE NOTICE: This announcement may contain, in addition to
historical information, certain forward-looking statements that involve risks
Such statements reflect management's current views and are
based on certain assumptions.
Actual results could differ materially from
those currently anticipated as a result of a number of factors, including
risks and uncertainties discussed in MedImmune's and Aviron's filings with the
SEC. MedImmune and Aviron are developing products for potential future
There can be no assurance that such development efforts will
succeed, that such products will receive required regulatory clearance or
that, even if such regulatory clearance were received, such products would
ultimately achieve commercial success.
There can be no assurance that the
offer and merger will close or that Aviron will be integrated successfully or
without unanticipated costs.
Aviron stockholders and other investors are urged to read the registration
statement on Form S-4, Schedule TO, preliminary prospectus, supplements, final
prospectus and other exchange offer documents which will be filed by MedImmune
with the Securities and Exchange Commission and the related
solicitation/recommendation statement which will be filed by Aviron with the
These documents will contain important information which should be read
carefully before any decision is made with respect to the offer.
documents are filed with the SEC, they will be available for free at the SEC's
website at www.sec.gov .
Documents are available for free from the contact