Entelos acquires Iconix Biosciences

Entelos, a US life sciences company that leverages its proprietary in silico disease models, known as PhysioLab platforms, to develop drugs and support pharmaceutical R&D, has entered into an agreement to acquire Iconix Biosciences, a privately-held predictive toxicology company located in Mountain View, California, in an all-share transaction. The deal's expected effective date is August 31.

"We believe the combination of our predictive efficacy models with Iconix' toxicology expertise can create a new paradigm for discovering and developing drugs," commented James Karis, chief executive of Entelos. "Drug failures are often due to efficacy or toxicity issues, and while Entelos' predictive disease models address efficacy, Iconix' toxicology databases help to address toxicities. In addition, Entelos' recently announced collaboration with the Food and Drug Administration to build a model of drug-induced human liver injury to identify patients at risk for developing hepatotoxicity and the addition of Iconix will expand our capability for drug safety assessment."

The initial consideration for the acquisition is to be satisfied by the issue of up to 12,776,658 Entelos shares (to be adjusted for net working capital) and a potential maximum earn-out payment of $25.0 million if certain financial milestones are achieved. Such deferred consideration is to be also satisfied in Entelos shares, which will be based on a 10-day average closing price for the period prior to an earn-out payment, the firm explained.