UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 29, 2000
0-27352
(Commission File Number)
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HYBRIDON, INC.
(Exact name of registrant as specified in its charter)
Delaware 3072298
(State of Incorporation) (IRS Employer
Identification Number)
155 Fortune Blvd., Milford, Massachusetts 01757
(Address of registrant's principal executive office)
(508) 482-7500
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS
Hybridon, Inc. and Avecia Limited, one of Europe's leading specialty
chemicals companies, have agreed terms for Avecia to acquire the DNA
manufacturing business and related intellectual property of Hybridon for US $15
million, of which $12 million is payable at closing and $3 million is payable
after one year, subject to offset rights under the contract. Avecia and Hybridon
have also agreed that Avecia will supply GMP DNA for Hybridon and its associated
operations through 2002. The acquisition, which requires Hybridon shareholder
approval and is subject to other conditions, is expected to be completed by the
end of Q3, 2000.
The funds from the divestiture will substantially expand Hybridon's
ability to focus effectively on building its broad platform of DNA-based
technology for medical applications, including antisense drugs, immune
stimulatory CpG motifs and functional genomics.
Hybridon will continue development of its antisense technology
platform, in particular its Phase II oncology antisense drug candidate,
GEM(R)231 for the treatment of solid tumors. Hybridon will also expand its
efforts in the application of novel immunostimulatory DNA molecules containing
the CpG motif. The company has built a significant portfolio of analogues to
these important molecules believed to significantly enhance the immune system.
As well as Hybridon's production assets at Milford, Ma, Avecia is
acquiring intellectual property for large-scale manufacturing, patents covering
novel reagents, processes and instrumentation for the cost effective manufacture
of synthetic DNA.
Hybridon's DNA manufacturing business, the Hybridon Specialty
Products (HSP) division, is a leading global supplier of DNA medicines, with
widely recognized expertise in process innovation, GMP development and scale-up
manufacture. HSP will be integrated within Avecia's LifeScience Molecules
business, providing further capabilities in this new and exciting area of
advanced medicines technology.
Avecia's strategic focus on DNA medicines was signaled in May 1999,
with commissioning of a new US $6 million DNA medicines production facility at
Grangemouth, Scotland - the first ever outside the USA.
HSP is the second US-based DNA medicines manufacturing business to be
acquired by Avecia. In August 1999 the company acquired Bedford Ma. based Boston
BioSystems for US $6 million. Most recently, Avecia announced the acquisition of
Torcan Chemical Ltd., a Canadian pharmaceutical development and manufacturing
business, for US $40 million.
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The statements made herein contain certain forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934, that
involve a number of risks and uncertainties, including the risks that the
transaction with Avecia may not be consummated or the consummation may be
delayed, that Hybridon's antisense drugs or any oral formulation thereof may be
ineffective or may not receive required regulatory approvals, or may not be
profitable or that Hybridon will be forced to cease operations due to the lack
of sufficient funding. Such statements are only predictions and actual events of
results may differ materially. In addition to the matters described herein, risk
factors as stated from time to time in Hybridon's SEC reports, including but not
limited to its Annual Report on Form 10-K, may affect the results achieved by
Hybridon.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HYBRIDON, INC.
By: /s/ Sudhir Agrawal
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Name: Sudhir Agrawal
Title: President and Acting Chief
Executive Officer
Date: June 29, 2000
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