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Antisoma plc (SRC)

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Friday 16 May, 2008

Antisoma plc

Antisoma to acquire Boston-based Xanthus Pharma...





London, UK, and Boston, MA: 16 May 2008 Cancer-focused biotechnology
company Antisoma plc (LSE: ASM; US OTC: ATSMY) today announces that
it has entered into an agreement to acquire private US oncology
company Xanthus Pharmaceuticals, Inc. in an all-share deal valued at
GBP 26.8 million  (USD 52.2 million). Simultaneously, Antisoma has
executed a fundraising that will provide an additional GBP 20.9
million before expenses to the Enlarged Group.

A webcast/conference call will be held today at 2pm BST. The webcast
can be accessed via Antisoma's website at www.antisoma.com and the
call by dialling +44 (0)20 8609 1435 (UK toll-free 0808 109 1498) and
using the participant PIN code 816385#. A recording will also be
available afterwards on the Antisoma website.

Highlights:

  * Acquisition adds three major assets to Antisoma's pipeline,
    including phase III oncology drug Xanafide and US rights to oral
    fludarabine, a niche oncology product in registration with the
    FDA
  * Acquisition gives Antisoma a substantially more mature and
    diverse pipeline, including two phase III drugs and one in
    registration among seven drugs in the clinic
  * Linked fundraising of GBP 20.9 million gives the combined entity
    a strong balance sheet with starting cash of around GBP 67
    million that is expected to meet the next two years' requirements
  * New assets add to opportunities for out-licensing deals, which,
    together with potential milestone receipts, could extend
    Antisoma's cash life beyond the results of the pivotal phase III
    lung cancer trial of its potential blockbuster ASA404

 Glyn Edwards, CEO of Antisoma, said: "This is a transforming deal.
Combining Antisoma and Xanthus produces a company with the critical
mass and mature pipeline needed to become a major player in
oncology."

Richard T. Dean, PhD, CEO of Xanthus, added: "We're delighted to be
joining forces with one of the emerging stars in oncology to produce
a company with an impressive portfolio of drug candidates and the
resources to maximise their value."

The key assets added to the Antisoma portfolio are:


  * Xanafide - in a pivotal phase III trial in secondary acute
    myeloid leukaemia (secondary AML), and with the potential to be
    the first drug to gain a specific marketing authorisation for
    this under-served indication, as well as having potential for
    wider application in other haematological malignancies. The drug
    is a DNA-intercalating agent with an action distinct from other
    approved or investigational drugs and with the ability to evade
    multi-drug resistance mechanisms that often limit the
    effectiveness of chemotherapy treatments;  Xanafide has orphan
    drug status in both the US and the EU.



  * Oral fludarabine (US rights) - has been submitted to the FDA for
    marketing approval for the second-line treatment of chronic
    lymphocytic leukaemia (CLL) and represents an attractive niche US
    oncology sales opportunity; this is the oral formulation of the
    widely used nucleoside analogue fludarabine. Oral fludarabine is
    marketed outside the US by Bayer-Schering Pharma AG and has
    potential advantages over intravenous fludarabine, for which
    aggregate US sales in 2007 were approximately USD 54 million.
    Xanthus has gained US orphan drug status for oral fludarabine in
    CLL.



  * Flt3 programme - promising preclinical selective Flt3 inhibitors
    being developed for non-oncology indications and therefore
    representing a valuable out-licensing opportunity; drugs from
    this programme have shown regenerative effects in a multiple
    sclerosis model and activity in models of both rheumatoid
    arthritis and inflammatory bowel disease.

The Directors believe that Xanthus represents an excellent strategic
fit for Antisoma for the following reasons:



  * Pipeline maturation: Since Xanafide and oral fludarabine are at
    an advanced stage of development, the acquisition will yield an
    Enlarged Group with a substantially more mature pipeline,
    including two products in phase III and another in registration.
    This will diversify and reduce the Group's overall risk and
    significantly increase the opportunities to bring drugs to market
    over the next three to five years.



  * Critical mass: Addition of Xanafide and oral fludarabine to
    Antisoma's clinical portfolio will provide the Company with
    critical mass while maintaining a clear focus on novel,
    first-in-class oncology drugs. After the acquisition, Antisoma
    will have an enhanced drug development team based in London and
    Boston.



  * Significant market opportunity: Xanafide represents an attractive
    phase III oncology product candidate with strong differentiation
    from competitor agents and the opportunity to be the first agent
    to gain specific marketing authorisations for the underserved
    indication of secondary AML, as well as upside potential related
    to possible application in other blood cancer settings.



  * Lower-risk niche opportunity: Oral fludarabine represents an
    attractive niche US oncology sales opportunity, with the
    potential to generate sales revenues before other Group products
    reach the market. The product has a relatively low risk profile,
    since it is approved and sold in more than 50 countries worldwide
    outside of the US by its licensor Bayer-Schering.



  * Out-licensing opportunity: Xanthus's Flt3 programme is a
    promising non-oncology asset with potential in auto-immune
    conditions such as multiple sclerosis, rheumatoid arthritis and
    inflammatory bowel diseases, and from which value may be realised
    through partnering.



  * Strong balance sheet: Following the Fundraising the Enlarged
    Group is estimated to have approximately GBP 67 million in cash
    and equivalents and short-term investments. The Directors plan
    that this will cover the next two years' cash requirements. There
    is also the potential to extend this cash runway through receipt
    of milestone payments or payments from out-licensing deals. The
    new late-stage assets from Xanthus's pipeline also have the
    potential to accelerate the Group's progress towards generation
    of revenues from product sales.


Current plans for the development of the acquired assets are as
follows:


  * Antisoma intends to market Xanafide itself in the US, while
    seeking partners for potential commercialisation in Europe and
    Japan. Antisoma will review the design of the ongoing phase III
    pivotal study and its statistical power before providing guidance
    on the timing of potential applications for marketing
    authorisations.



  * Antisoma will consider how best to realise the maximum value from
    oral fludarabine. Options include Antisoma commercialising the
    drug itself, formation of a partnership to sell the drug or
    wholesale divestment to a third party. The Directors believe that
    the drug could gain approval in 2009.



  * Antisoma intends to continue preclinical work on the Flt3
    inhibitor programme to produce optimised molecules for
    development in the target indications referred to above. Antisoma
    intends to produce a preclinical package suitable to support
    partnering.



  * An additional agent, P2045, has completed phase I trials in
    non-small cell lung cancer and next steps on this drug are under
    review.

Development will be halted on two other Xanthus products in
early-stage oncology trials, Clomet and Symadex.

Plans for development of any drug may be subject to change as a
result of regular portfolio reviews. Plans for Antisoma's existing
portfolio products are as follows.


  * ASA404 is being developed by Novartis, which recently started a
    pivotal phase III trial in non-small cell lung cancer; survival
    data from a phase II study in prostate cancer are expected during
    the second half of this year
  * AS1411 is in a phase II trial in AML, with first data expected
    this quarter; a phase II study in renal cancer is planned and is
    now likely to start before the end of 2008 rather than in 2009;
    plans for a third indication are now being deferred for the
    period immediately following the acquisition
  * AS1402 will start a phase II study in breast cancer later this
    year
  * AS1409 is in a phase I trial in renal cancer and melanoma

Transaction details
To acquire the entire issued share capital of Xanthus, Antisoma will
issue to Xanthus's shareholders  an aggregate of 97.3 million new
ordinary shares in the share capital of Antisoma if the closing date
is on or prior to 16 June 2008 or an aggregate of 99.3 million new
ordinary shares in the share capital of Antisoma if the closing date
is on or after 17 June 2008,  representing approximately 22% of the
issued share capital of Antisoma. If the total consolidated balance
sheet liabilities of Xanthus upon closing of the transaction are in
excess of USD 4.2 million net of cash, Antisoma will be entitled to
reduce the consideration payable by the amount of such excess. Up to
10% of the total consideration payable will be held back by the
Company until 18 months after the closing date of the transaction,
subject to deductions based on claims for indemnity by Antisoma or as
otherwise allowed under the terms of the acquisition agreement. Based
on Antisoma's closing share price on 15 May 2008 of 27.5 pence,
Xanthus is valued at GBP 26.8 million or approximately USD 52.2
million. It is a condition to closing that the Xanthus shareholders
agree not to dispose of the new ordinary shares that they receive in
satisfaction of the consideration payable to them  for a period of
one year from the closing date, subject to certain exceptions.
Closing of the transaction is expected to be on or around 10 June
2008.

EGM
The acquisition of Xanthus and, as a consequence, the associated
fundraising are conditional on approval of the acquisition by
Antisoma's shareholders at an EGM to be held on or around 9 June
2008. The Antisoma Board recommends that shareholders support the
acquisition and fundraising. A prospectus relating to the acquisition
and fundraising and containing a Notice of EGM has also been sent to
shareholders today. Copies are also available for viewing at
Antisoma's offices, situated at Chiswick Park Building 5, 566
Chiswick High Road, London W4 5YF and at the offices of Piper Jaffray
situated at One South Place, London EC2M 2RB. The EGM also includes
resolutions to restore Antisoma's ability to issue new shares and to
issue new shares for cash under a disapplication of pre-emption
rights, such that these authorities are both similar in percentage
terms to those existing before the acquisition and fundraising. The
Directors believe that these authorities will provide flexibility to
exploit any new opportunities to grow the business.


Enquiries:

Glyn Edwards, CEO
Daniel Elger, Director of Communications       +44 (0)20 8799 8200
Antisoma plc

Mark Court/Lisa Baderoon/Rebecca Skye Dietrich +44 (0)20 7466 5000
Buchanan Communications

Brian Korb                                     +1 646 378 2923
The Trout Group



Neil Mackison
                                    +44 (0)20 3142 8700
Rupert
Winckler

Piper Jaffray


Further notes on the acquisition and fundraising
The value of the gross assets attributable to Xanthus was USD 9.7
million (approximately GBP 4.9 million) as at 31 December 2007, being
the date of its latest financial statements. The net loss
attributable to the assets of Xanthus for the year to 31 December
2007 (being the date of its latest financial statements) was USD 33.2
million (approximately GBP 16.6 million).

The Directors believe that, had the acquisition taken place on 1 July
2006, it would have had the effect of increasing the Group's
expenditure, thereby increasing the Group's loss for the year
commencing on that date and decreasing the Group's profit for the six
months ended 31 December 2007. This statement should not be
interpreted to imply any forecast in respect of the earnings per
share of Antisoma for the first full year following the transaction.

Piper Jaffray Ltd., which is regulated in the United Kingdom by the
Financial Services Authority and is a member of the London Stock
Exchange, is acting exclusively for Antisoma in relation to the
Xanthus acquisition and the Placing and will not be responsible to
anyone other than Antisoma plc for providing the protections afforded
to clients of Piper Jaffray Ltd. nor for providing advice in relation
to the acquisition and the Placing or any other transaction or
arrangement referred to in this announcement.

Words and expressions used in this announcement will have the same
meaning as defined in the prospectus and circular that will be sent
to shareholders.

This document does not constitute an offer or invitation to purchase
or subscribe for any securities of Antisoma and no part of it shall
form the basis of or be relied upon in connection with any contract
or commitment whatsoever.

The information contained herein is not for publication, distribution
or release in or into the United States.  The material set forth
herein is for informational purposes only and is not intended, and
should not be construed, as an offer of securities for sale in the
United States.  The securities described herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or the laws of any state or other
jurisdiction, and may not be offered or sold within the United
States, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable laws of any state or other jurisdiction.  There is no
intention to register any portion of the securities described herein
in the United States.

This document is not an offer to sell or the solicitation of an offer
to buy any securities in any jurisdiction where such offer or sale is
not permitted.

Certain matters discussed in this statement are forward looking
statements that are subject to a number of risks and uncertainties
that could cause actual results to differ materially from results,
performance or achievements expressed or implied by such statements.
These risks and uncertainties may be associated with product
discovery and development or licensing activities, including
statements regarding the clinical development programmes, the
expected timing of clinical trials and regulatory filings,
out-licensing opportunities, and funding requirements. Such
statements are based on management's current expectations, but actual
results may differ materially.

Background on Antisoma
Headquartered in London, UK, Antisoma is a biopharmaceutical company
that develops novel products for the treatment of cancer. Antisoma
fills its development pipeline by acquiring promising new product
candidates from internationally recognised academic or cancer
research institutions. Its core activity is the preclinical and
clinical development of these drug candidates. Please visit
www.antisoma.com for further information about Antisoma.


About Xanthus

Xanthus Pharmaceuticals, Inc. is developing a portfolio of novel,
clinical-stage, small-molecule therapeutic candidates through a
management team whose accomplished track record encompasses all
aspects of drug development, from discovery through regulatory
approval and commercialisation. The Company is applying its expertise
to advance its current pipeline to address significant unmet medical
need in oncology and autoimmune diseases. Xanthus is headquartered in
Cambridge, Massachusetts with an additional facility in Montreal,
Quebec. More information is available at www.xanthus.com.