Nuvelo and ARCA Biopharma, a biopharmaceutical company, are expected to create a biotechnology company as a result of entering a definitive merger agreement with Nuvelo, ARCA and Dawn Acquisition Sub—a wholly owned subsidiary of Nuvelo.
The companies said their combined cardiovascular portfolios include Gencaro (bucindolol hydrochloride), a genetically-targeted beta-blocker with vasodilating properties for the treatment of heart failure, as well as a mid-stage pipeline asset, a new short-acting anticoagulant NU172, which is a potential new therapy in indications where heparin and protamine are the current standard of care.
Under the terms of the agreement, Dawn Acquisition Sub will be merged with and into ARCA, and ARCA will become a wholly owned subsidiary of Nuvelo, the companies said. Under the agreement, Nuvelo will issue new shares of its common stock to ARCA common and preferred stockholders and assume outstanding options and warrants to acquire capital stock of ARCA such that the stockholders, option holders and warrant holders are expected to own or have the right to acquire approximately 67 percent of the common stock of the combined company on a fully-diluted basis, using the treasury stock method.
The cash position of the combined company at the close of the transaction is expected to fund operations at least through 2009, including the potential FDA advisory meeting in the first half of 2009, and anticipated regulatory approval for Gencaro in mid 2009, according to the Broomfild, Colo.-based ARCA and the San Carlos, Calif.-based Nuvelo.
The executives of the combined company will be:
- CEO: Richard B. Brewer, current president and CEO of ARCA, former president and CEO of Scios and senior vice president of sales and marketing of Genentech;
- Chief science and medical officer (CSMO): Michael R. Bristow, MD, PhD, current chairman and CSMO at ARCA and former CSMO at Myogen;
- Executive vice president (EVP) of Commercial Operations: Randall St. Laurent, current EVP of commercial operations at ARCA and former vice president of commercial development at Scios;
- VP of marketing: James Carr, current VP of marketing at ARCA who helped to commercialize Coreg, a beta-blocker treatment for heart failure; and
- The combined company’s board of directors will include Bristow; Brewer; J. William Freytag, MD; Jean-François Formela, MD; John Zabriskie from ARCA’s current board, and Ted W. Love, MD, Burton E. Sobel, MD; and Mary K. Pendergast from Nuvelo’s current board. Bristow will serve as chairman of the board.