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Silence Therapeutics plc. (1/5/10). "Press Release: Silence Therapeutics Announces Completion of Merger with Intradigm Corporation and Issue of New Shares". London.

Organisations Organisation Silence Therapeutics plc (AIM: SLN)
  Group Silence Therapeutics (Group)
  Organisation 2 Intradigm Corporation
  Today Silence Therapeutics (Group)
  Group Silence Therapeutics (Group)
Products Product RNAi drug (RNAi therapeutic)
  Product 2 RNAi technology
Index terms Index term Intradigm–Silence Therapeutics: investment, 200912–201001 merger acquisition
  Index term 2 Silence Therapeutics–Haworth P: management, 201001– CEO before Intradigm Corp CEO
Persons Person Ross, Iain (SR Pharma 200506)
  Person 2 Haworth, Philip (Silence Therapeutics 201001– CEO before Intradigm Corp CEO)
     
Silence Therapeutics plc (“the Company”) (AIM: SLN) and Intradigm Corporation announce that the companies have completed their merger to form a leading company in the field of RNAi (RNA interference). The enlarged company, named Silence Therapeutics, possesses multiple RNAi discovery, development and delivery technologies, an advancing internal and partnered product pipeline and a broad portfolio of intellectual property. The merged company believes that its expanded business will facilitate more deals of greater value with the pharmaceutical industry by offering potential partners a choice of technologies to deliver RNAi molecules to diseased tissue. Additionally, Silence Therapeutics will actively develop and advance its own RNAi therapeutic candidates.

“One of the primary drivers of this merger was the desire to establish a one-stop shop for delivering small interfering RNA or siRNA,” said Philip Haworth, Ph.D., Chief Executive Officer of the enlarged Silence Therapeutics. “With the completion of this
merger, we are able to offer the most diverse and robust delivery capability for siRNA in terms of the scope of the technology platform. As such, we believe we are going to be the partner of choice in the industry."

Iain Ross, chairman of Silence Therapeutics, said: “With the completion of this merger with Intradigm, Silence Therapeutics is about to start on an exciting new chapter. With broader and stronger delivery capabilities and a promising clinical programme, Silence Therapeutics is well-positioned to reward the support and commitment shown by its shareholders.”

Silence Therapeutics also announces that it has raised £15m via a subscription and placing with institutional investors and the investment vehicles of major pharmaceutical companies. The proceeds of the fundraising will be used to develop the technologies and products of the enlarged group.

As a result of these transactions the Company has issued the following shares:

a. 79,640,668 new ordinary shares in consideration for the acquisition of the entire issued share capital of Intradigm Corporation, and

b. 65,217,392 new Ordinary Shares at 23p per share in respect of the subscription and placing.

Pursuant to AIM Rule 14 (regarding reverse takeovers), all existing shares in Silence Therapeutics were cancelled and readmitted to trading on AIM. In addition, shares issued as part of the acquisition of Intradigm, the subscription and the placing have also been admitted to trading. All shares rank pari passu.

The number of ordinary shares with voting rights in issue is now 279,891,452.

Upon the completion of the transaction, Mr Jeremy Curnock Cook, Mr Peter Reynolds and Mr Bernd Wetzel resigned as directors of Silence Therapeutics plc. The Company has appointed the following new directors:

Dr Philip Haworth (aged 54) as Chief Executive Officer
Dr James Topper (aged 47) as Non-executive director, and
Dr David Mack (aged 48) as Non-executive director.

Further biographical details are set out in the Admission document sent to shareholders on 16 December 2009 which is available on the company website (www.silence-therapeutics.com)

Dr James Topper is a member of Frazier Healthcare Ventures (FHM V, LLC) which indirectly holds 27,265,465 shares in the Company (9.74% of the issued share capital and total voting rights of the Company).

Dr David Mack is a director of ACP IV, LLC which holds 25,356,422 shares in the Company (9.06%).

Dr Philip Haworth holds 334,302 shares in the Company (0.12%) and has today been granted options over 1,325,000 shares, exercisable in stages at 21.225p per share.

Mr Melvyn Davies, Finance director, has also today been granted options over a further 300,000 shares, exercisable in stages at 21.225p per share.

--ENDS--

   
Record changed: 2010-07-21

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