October 08, 2009 02:36 ET

GPC Biotech Provides Update on Merger

Merger Into New Agennix AG on Track to Close Before the End of 2009; Changes to Future Makeup of Management and Supervisory Boards of Agennix AG; Settlement of Merger-Related Legal Proceedings

MARTINSRIED, GERMANY and PRINCETON, NJ--(Marketwire - October 8, 2009) - GPC Biotech AG (FRANKFURT: GPC) (XETRA: GPC) today reported that its planned merger, under which the Company will combine its business with Agennix Incorporated, a privately held biotechnology company located in Houston, Texas, remains on track to close before the end of 2009. The Company resulting from the merger will be called Agennix AG.

Changes to the future makeup of the Management and Supervisory Boards of Agennix AG

The Company also today reported a change to the future Management Board (Vorstand) of Agennix AG: Dr. Atul Varadhachary will resign from his position as President and Chief Operating Officer of Agennix Incorporated by mutual agreement. He will not be joining the Management Board of Agennix AG. The other two future Agennix AG Management Board members -- Dr. Friedrich von Bohlen und Halbach (interim Chief Executive Officer) and Dr. Torsten Hombeck (Chief Financial Officer) -- will serve as planned. Dr. Rajesh Malik, Chief Medical Officer of Agennix Incorporated, who will also serve as Chief Medical Officer of Agennix AG, will assume responsibility, effective immediately, for all drug development activities previously managed by Dr. Varadhachary.

Dr. Torsten Hombeck, Chief Financial Officer of GPC Biotech, said: "I would like to thank Dr. Varadhachary for his valuable contributions and wish him the best in his future endeavors. We are looking forward to working with Dr. Malik as Chief Medical Officer to advance the combined entity's clinical development programs, most importantly the two Phase 3 trials of talactoferrin in non-small cell lung cancer."

The Company also reported that Dr. Juergen Drews, current Chairman of the Supervisory Board of GPC Biotech, will join the Supervisory Board of Agennix AG as a member, completing the membership of the future six-person Supervisory Board.

Merger-related legal proceedings settled

GPC Biotech reported that the lawsuits brought against the Company following the Annual Shareholders' Meeting this summer at which the merger agreement between the Company and diagennix GmbH (predecessor to Agennix AG) was approved have been settled. As previously disclosed, there were two lawsuits filed against the Company with the regional court (Landgericht) in Munich, both claiming as null and void the resolution passed at the Annual Shareholders' Meeting. Under the settlement agreement, GPC Biotech agreed to publish on its website answers to certain questions related to the merger and pay the claimants' legal fees and court costs. The claimants have agreed to withdraw the lawsuits and will make no further claims related to the shareholder meeting which approved the merger.

About GPC Biotech

GPC Biotech AG is a publicly traded biopharmaceutical company focused on developing anti-cancer drugs. The Company currently has two programs in clinical development: satraplatin, an oral platinum compound, and RGB-286638, a multi-targeted protein kinase inhibitor. The Company's shareholders have approved a merger agreement pursuant to which the Company will combine its business with Agennix Incorporated, a privately held biotechnology company located in Houston, Texas. Agennix is developing oral talactoferrin, a product candidate that is currently in Phase 3 trials for non-small cell lung cancer. GPC Biotech AG is headquartered in Martinsried/Munich (Germany) and has a wholly owned U.S. subsidiary in Princeton, New Jersey. For additional information, please visit GPC Biotech's Web site at www.gpc-biotech.com.

This press release contains forward-looking statements, which express the current beliefs and expectations of the management of GPC Biotech, in particular about the planned merger and the timing of its completion. Such statements are based on current expectations and are subject to risks and uncertainties, many of which are beyond our control, that could cause future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements. Actual results could differ materially depending on a number of factors, and we caution investors not to place undue reliance on the forward-looking statements contained in this press release. There can be no guarantee that the merger will be completed in a timely manner, if at all. Forward-looking statements speak only as of the date on which they are made and GPC Biotech undertakes no obligation to update these forward-looking statements, even if new information becomes available in the future.

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