Transaction, if approved, will bail Cytogen out of its compliance issues with Nasdaq.

Eusa Pharma has agreed to take over Cytogen for about $22.6 million in cash. While the deal will solidify Eusa’s transatlantic business, Cytogen will be saved from being delisted from Nasdaq.

Cytogen says that it has been reviewing strategic alternatives to enhance its growth potential since November 2007. The appointed special committee found Eusa’s offer of $0.62 per share to be the best alternative among other options such as additional financings, licensing agreements, and sale of assets. The purchase price is 34.7% over Cytogen closing price yesterday.

Eusa reports that it stands to gain a strong sales force, marketed products, and a late-stage pipeline. “The acquisition of Cytogen is of great strategic importance for Eusa as it completes the building of our transatlantic commercialization infrastructure, as well as fitting perfectly with our focus on oncology and pain control,” comments Bryan Morton, CEO. To meet the transaction consideration, the company raised over $50 million in an investment round led by TVM Capital.

“Over the last 18 months Eusa has built a strong European organization covering over 20 countries and marketing a portfolio of six specialty pharmaceuticals. Cytogen’s products and U.S. infrastructure are the ideal complement to our business, offering us the opportunity to commercialize a rapidly growing portfolio of medicines on both sides of the Atlantic.”

The purchase of Cytogen will expand Eusa’s portfolio to nine products. The company will obtain Cytogen’s Caphosol® indicated for oral mucositis and xerostomia, mAb-based agent ProstaScint® used to image prostate cancer, and Quadramet® for the treatment of pain in patients whose cancer has spread to the bones. Eusa currently markets antibiotic surgical implant Collatamp® G, Erwinase®, and Kidrolase® for the treatment of acute lymphoblastic leukemia, Rapydan®, which is a rapid-onset anesthetic patch, Fomepizole OPi indicated for ethylene glycol poisoning, and Xenazine® for Huntington’s chorea.

Eusa will also gain direct sales forces in the U.S. and across Europe as well as distribution partners in territories including Canada, South America, and Asia.

The transaction is expected to close in the second quarter. Upon closing of the merger, Eusa intends to apply to delist all Cytogen’s issued shares from the Nasdaq.

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