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UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant x
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Filed by a Party other than the
Registrant o
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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SONUS
PHARMACEUTICALS, INC.
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(Name
of Registrant as Specified In Its Charter)
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N/A
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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N/A
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(2)
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Aggregate number of securities to
which transaction applies:
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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N/A
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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N/A
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Fee paid previously with preliminary
materials.
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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N/A
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(2)
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Form, Schedule or Registration
Statement No.:
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Filing Party:
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Date Filed:
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The following is a joint press
release of Sonus Pharmaceuticals, Inc. and OncoGenex Technologies Inc. dated
May 28, 2008.
SONUS PHARMACEUTICALS AND ONCOGENEX
TECHNOLOGIES to MERGE
- Combined Company Will Have Three Oncology
Products in Clinic -
- Lead
Candidate Targets Hormone Refractory Prostate and Non-Small Cell Lung Cancers -
- Conference Call to be Held Wednesday, March
28th, at 11:00 a.m. Pacific Time -
BOTHELL,
Washington and VANCOUVER, British Columbia – May 28, 2008 — Sonus Pharmaceuticals, Inc. (NASDAQ:
SNUS) and OncoGenex Technologies Inc., a privately held biopharmaceutical
development company, today
jointly announced the signing of a definitive agreement to merge the two
companies. The combined company will operate as OncoGenex Pharmaceuticals, Inc.
Scott Cormack, OncoGenex’ current
President and Chief Executive Officer will continue as President and CEO of the
company. As a result of the merger, the
combined company will have a strong oncology pipeline addressing distinct unmet
needs in the treatment of cancer, including three candidates in various stages
of clinical development. Its lead candidate, OGX-011, is being evaluated in
five Phase 2 clinical trials, each of which has completed patient
enrollment. Interim study results have
previously been presented for each of the five clinical trials.
“In October 2007, Sonus
outlined its strategy to rebuild shareholder value,” said Mr. Michael Martino,
President and Chief Executive Officer of Sonus. “Our goal was to identify
quality assets to enhance, complement and leverage the strengths of our
existing clinical pipeline, capabilities, infrastructure, cash and public
listing. Today we are pleased to
announce the result of that rigorous process in the proposed merger of Sonus
and OncoGenex Technologies. We believe
that this transaction represents an outstanding value creation opportunity for
shareholders.”
“We were attracted by the
immediate value and the potential future value this transaction creates for
Sonus and OncoGenex shareholders,” said Mr. Cormack. “Our companies are built around very similar
approaches to developing oncology products that provide better therapeutic
alternatives for cancer patients. This
transaction provides an exciting opportunity for the stockholders of both
companies to realize the full value of each company’s assets.”
The
combined company will have a deep oncology pipeline, with each product
candidate having a distinct mechanism of action and representing a unique
opportunity for cancer drug development.
In addition to OGX-011, the pipeline includes two product candidates in
Phase 1, and one additional product candidate that the company anticipates will
move into Phase 1 clinical development within 18 months. Details on the specific products follow:
· OGX-011, also known as custirsen sodium, inhibits
the production of clusterin, a protein that is associated with treatment
resistance in a number of solid tumors, including prostate, breast, non-small
cell lung, ovarian, and bladder cancers.
It has potential applicability as a therapeutic in a broad number of
cancers at different stages and can potentially be used in combination with a
variety of commonly used cancer treatments, including chemotherapy, radiation
therapy, and hormone ablation therapy. Preliminary data in a
Phase 2 clinical trial evaluating OGX-011 in combination with second-line
chemotherapy in patients with hormone refractory prostate cancer has shown that
retreatment with docetaxel in combination with OGX-011 may reverse docetaxel
resistance and improve survival. OGX-011 is planned to enter randomized clinical trials in patients
with hormone refractory prostate cancer that will support a NDA submission;
· OGX-427 is designed to reduce production of Hsp27, a protein that is over-produced
in response to many cancer treatments including hormone ablation therapy,
chemotherapy and radiation therapy. OGX-427 is in a Phase 1 clinical trial for
the treatment of solid tumors including
prostate, non-small cell lung, breast, ovarian, and bladder cancers. The company anticipates that the single-agent
aspect of this trial will be completed in the second half of 2008, and Phase 2
clinical development will begin in 2009.
Like OGX-011, this product candidate has potential as a treatment in a
broad number of cancers;
· SN2310 is a
novel prodrug of SN-38, which is a potent anti-cancer drug belonging to the
class of topoisomerase I inhibitors. It
is currently in a Phase 1 trial and progress is being made to determine its
safety and pharmacokinetic profile, in addition to the maximum tolerated dose. SN2310 is designed
to enhance the delivery and exposure of SN-38 to the tumor by providing greater
prodrug conversion and a longer half-life than achieved with irinotecan; and
· OGX-225 aims to reduce the production of both Insulin-Like Growth
Factor Binding Protein -2 and Insulin-Like Growth Factor Binding Protein -5
with a single product to enhance treatment sensitivity and delay tumor
progression. IGFBP-2 and IGFBP-5 are both hormones that make an alternate
hormone, IGF-1, available to the tumor that facilitates continued tumor growth.
Employing OGX-225 as a single product to simultaneously inhibit the production
of both IGFBP-2 and IGFBP-5 has the potential to delay disease progression in
cancers dependent upon IGF-1 for tumor growth. OGX-225 is in pre-clinical development and has
completed pre-clinical pharmacology.
Terms of
the Agreement
Under the
terms of the proposed merger, OncoGenex’ stock and debenture holders will
receive approximately 37 million shares of Sonus common stock and OncoGenex
will become a wholly owned subsidiary of Sonus Pharmaceuticals, Inc. Following the close of the proposed
transaction, OncoGenex stockholders will hold 50% of Sonus’ outstanding shares
of common stock. An additional 25
million shares will be held in escrow and released to OncoGenex’ shareholders
upon achievement of specific milestones that are intended to demonstrate
continued development of OncoGenex’ assets and execution of the combined
company’s business plan. The
proposed transaction received unanimous approval from the Boards of Directors
of Sonus and OncoGenex, and is expected to be completed in the third quarter of
2008, subject to regulatory approval, and the approval of Sonus’ and OncoGenex’
shareholders.
The
Board of Directors of the combined company will be composed of seven members,
most of whom will be drawn from the existing Boards of both companies. Three members will be nominated by the Sonus
Board members, three members will be nominated by OncoGenex Board members and
those combined six members will appoint a seventh Board member.
Ferghana
Partners acted as financial adviser to Sonus throughout the selection, analysis
and negotiation of this transaction.
Additionally, Leerink Swann & Co. provided an independent fairness
opinion to the Board of Directors of Sonus.
Conference Call
The
company will hold a joint conference call on Wednesday, May 28, 2008 at 11:00 a.m. Pacific Time to
discuss the proposed merger. Mike
Martino, President and CEO of Sonus, and Scott Cormack, OncoGenex’ President
and CEO will host the call.
To participate in the live call
by telephone, please dial (866) 250-2351 from the U.S. or (303) 262-2143 from
outside the U.S. Please use conference
ID number 11114594#. Participants are
asked to call the above numbers approximately 5-10 minutes prior to the start
time. Additionally, the call will be
broadcast live and can be accessed on the Sonus web site at
http://ir.sonuspharma.com/events.cfm. A
telephone replay of the call will be available from May 28, 2:00 p.m. Pacific
Time, for three business days at 800-405-2236 or 303-590-3000 for international
calls; Conference ID: 11114594#.
Additional Information
As
previously announced on November 5, 2007, Sonus received notification from the
staff of The NASDAQ Stock Market indicating that the company is not in
compliance with the $1.00 minimum bid price requirement for continued listing
under Marketplace Rule 4450(a)(5). Sonus
announced on May 8, 2008, that it had received a Determination Letter from
NASDAQ indicating that the company had failed to regain compliance and is
therefore to be delisted from The NASDAQ Global Market. Sonus has requested a
hearing before a NASDAQ Listing Qualifications Panel to appeal NASDAQ’s determination
and intends to seek continued listing of its common stock. As part of its plan of compliance, Sonus
also intends to effect a reverse stock split, subject to stockholder approval. Subject to NASDAQ’s determination, Sonus
intends to submit an application to change the ticker symbol to “OGXI”
following consummation of the merger.
About Sonus
Pharmaceuticals, Inc.
Headquartered
near Seattle, Washington, Sonus Pharmaceuticals, Inc. is focused on the
development of cancer drugs that are designed to provide better efficacy,
safety and tolerability, and ease of use. Sonus moved an oncology product
candidate, SN2310, into a Phase 1 clinical trial in September 2006. For
additional information on Sonus, including past news releases, please visit www.sonuspharma.com.
About
OncoGenex Technologies Inc.
OncoGenex
Technologies Inc. is a private biopharmaceutical company committed to the
development and commercialization of new cancer therapies that address
treatment resistance in cancer patients. The company’s three product candidates
are designed to inhibit the production of specific proteins associated with
treatment resistance and which are over-produced in response to a variety of
cancer treatments. OGX-011 is completing evaluation in five Phase 2 clinical studies
in prostate, lung, and breast cancers. OGX-427 has begun evaluation in Phase 1
clinical studies, while the third product candidate, OGX-225, has completed
preclinical pharmacology studies. More information is available at www.OncoGenex.ca.
Safe Harbor
This
press release contains forward-looking statements within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995,
including statements concerning the proposed merger between Sonus and
OncoGenex. These statements are based on management’s current expectations and
beliefs and are subject to a number of risks, uncertainties and assumptions
that could cause actual results to differ materially from those described in
the forward-looking statements. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements. For example, statements of
expected synergies, the strength of the combined oncology product pipeline, the
timing of clinical trials and development efforts, the results of clinical and
pre-clinical studies, the timing of closing, execution of integration plans and
management and organizational structure are all forward-looking statements. The
potential risks and uncertainties include, among others, the possibility that
the merger does not close or that the closing may be delayed, synergies and
costs savings will not be achieved or that the companies are unable to
successfully execute their integration strategies, the timing and costs of
clinical trials and regulatory approvals, risks that clinical trials will not
be successful, risks associated with obtaining funding from third parties or
completing a financing necessary to support the costs and expenses of clinical
studies as well as research and development activities, risks that the combined
company will not be able to maintain listing on NASDAQ, as well as other risks
relating to the development, safety and efficacy of therapeutic drugs and
potential applications for these products.
A more complete discussion of risks and uncertainties that may affect
forward-looking statements is included in Sonus Pharmaceuticals’ filings with
the Securities and Exchange Commission, including its Annual Report on Form
10-K for fiscal year 2007, and its Quarterly Report on Form 10-Q for the first
quarter of 2008. No assurances can be
given that any of the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do so, what impact they will have on the
results of operations or financial condition of Sonus. The Company undertakes
no obligation to update the forward-looking statements contained herein or to
reflect events or circumstances occurring after the date hereof.
Proxy Solicitation
In connection with the proposed merger, Sonus
intends to file with the SEC a Proxy Statement and related materials and to
mail to its stockholders the final Proxy Statement containing information about
Sonus, OncoGenex and the proposed merger. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS, CAREFULLY
AND IN THEIR ENTIRETY, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT SONUS, ONCOGENEX AND THE PROPOSED MERGER.
Sonus
and OncoGenex, and certain of their directors, executive officers and other
members of management and employees may be deemed to be participants in the
solicitation of proxies in connection with the proposed transaction. Information about the directors and executive
officers of Sonus, including their respective security holdings, is set forth
in Sonus’ Amendment
No. 1 to Form 10-K for the fiscal year ended December 31, 2007, filed with the
Securities and Exchange Commission on April 29, 2008. As of May 27, 2008, OncoGenex’ directors and
executive officers beneficially owned approximately 1,755,000 shares, or 14.5%,
of OncoGenex’ capital stock. Investors may obtain additional information
regarding the interests of OncoGenex, Sonus and their respective executive
officers and directors in the merger by reading the Proxy Statement for such
proposed transaction when it becomes available.
The
Proxy Statement and other relevant materials, when they become available, and
any other documents filed by Sonus with the SEC, may be obtained free of charge
at the SEC’s web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the
documents, when they are available, filed with the SEC by Sonus by directing a
request to: Sonus Pharmaceuticals, Inc., 1522 217th Place SE, Suite 100,
Bothell, WA 98021, Phone (425) 686-1500, Fax (425) 686-1600, Attention:
Investor Relations.
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Sonus Contact:
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OncoGenex Investor
& Media Contact:
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Investor
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Jason
Spark
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Doug Sherk
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Porter Novelli Life Sciences
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Dahlia
Bailey
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619-849-6005
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415-896-6820
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jspark@pnlifesciences.com
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dabailey@evcgroup.com
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Media
Steve
DiMattia
917-620-0590
sdimattia@evcgroup.com
