Company has already secured votes from shareholders holding 3.03% of stock.

BTG is offering to take over Protherics in an all-share deal valued at £218.1 million, or about $396.28 million. Protherics’ independent directors who collectively hold 3.03% of Protherics’ stock have already agreed to vote in favor of the merger.

The acquisition is expected to be completed by early December. If the agreement goes through, 41.2% of the enlarged issued ordinary share capital of BTG will be held by former Protherics shareholders.

The combined company is expected to have a market cap of about $1 billion. Cash and cash equivalents will total £95 million, or $172.71 million. The new entity will also earn a revenue stream from marketed/partnered products of $145 million.

The companies expect to create a specialty sales force in the U.S. Protherics has two marketed products, CroFab for treatment of mild or moderate envenomation from certain snakes and DigiFab for digoxin toxicity. The firm will regain U.S. marketing rights from partner Nycomed in 2010.

The merged firm’s pipeline would include Varisolve from BTG for varicose veins as well as Protherics’ CytoFab for sepsis, which is partnered with AstraZeneca. Phase II results from CytoFab are expected by the end of year.

The acquisition is expected to enhance earnings on an EBITDA basis and be cash neutral from 2009/10. It will significantly increase earnings thereafter, the companies note.

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