By Matthew Willett
High-density lipoprotein company Esperion Therapeutics Inc. completed its acquisition of Talaria Therapeutics Inc., gaining cardiovascular treatment technology and a resolution to litigation.
All outstanding shares of Talaria were exchanged for 813,000 shares of Esperion common stock - valued at $12.5 million based on its opening price Thursday - and Esperion will make milestone payments to Talaria stockholders in addition to royalties on net sales of large unilamellar vesicles (LUVs), Talaria's lead technology platform, contingent upon commercialization.
Esperion's stock (NASDAQ:ESPR) dropped 50 cents Thursday, closing at $14.75. The newly issued shares bring the company's shares outstanding to about 25.7 million, giving Talaria shareholders about 3 percent of the merged company.
Ann Arbor, Mich.-based Esperion also will report a one-time, non-cash charge in the third quarter of 2000 of about $4 million related to the write-off of in-process research and development of Philadelphia-based Talaria.
Talaria's LUV program currently has candidates in Phase I testing. Esperion said the acquisition will advance its program several months.
Esperion Chief Financial Officer Timothy Mayleben said litigation brought against the company was the early motivator for the acquisition.
"The primary motivation stemmed from the litigation that was brought against us in March," Mayleben said. "When it was brought to our attention through the litigation, we looked at it and saw what the issues were and saw an opportunity to build a stronger patent portfolio around the LUV technology."
He said the combination of the two companies' work gives Esperion a jump on research.
"They had some nice Phase I data, and combined with the patent estate, getting that Phase I data allows us to go straight into a Phase II trial. That made it an easy decision," he said.
He added that he expects a Phase II trial of the LUV cholesterol-reduction therapy to begin within three months.
The acquisition also clears litigation brought by Talaria against Inex Pharmaceuticals Corp., of Vancouver, in March, which also named Esperion in allegations of misrepresentation.
Talaria alleged in the suit that Inex and Esperion, along with the University of British Columbia, engaged in misrepresentation in an effort to obtain patent rights to the use of large unilamellar liposomes to treat atherosclerosis and related conditions.
The acquisition, along with an amendment to an existing license agreement between Esperion and Inex, resolved the litigation.
Esperion's technology platform focuses on research in high-density lipoprotein (HDL) therapy. The company utilizes HDL in its role facilitating the reverse lipid transport pathway, which removes excess cholesterol from arteries and other tissues.
The company also is developing AIM, apolipoprotein A-I Milano, in a Phase Ib/IIa study for restinosis and acute coronary disease, including angina.