CT makes unsolicited buy-out offer for DOR

Biopharmaceutical firm DOR BioPharma has received an unsolicited share-based acquisition proposal from fellow USA-based drugmaker Cell Therapeutics, which it cannot consider due to the terms of a license deal it granted Sigma-Tau Pharmaceuticals.

Under the proposed terms, the Seattle-headquartered firm would issue to DOR's shareholders 29,000,000 shares of its common stock, representing 19.9% of Cell Therapeutics outstanding shares. Warrant and option holders would receive shares of CT's common stock in an amount determined using the Black Scholes pricing model.

In its offer, CT has reserved the right to offer cash as consideration for the warrants instead of its common stock, and is also offering the potential for an additional $15.0 million payment upon receipt of US Food and Drug Administration approval of the company's New Drug Application for its developmental graft-versus-host disease treatment orBec (oral beclomethasone dipropionate). The proposal from Cell Therapeutics is subject to, among other things, the completion of satisfactory due diligence regarding clinical, regulatory, manufacturing and proprietary positioning for the agent.