FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
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Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December 2002
AETERNA LABORATORIES INC.
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(Translation of registrant's name into English)
1405, boul. du Parc-Technologique
Quebec, Quebec
Canada, G1P 4P5
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F X
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
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DOCUMENTS INDEX
Documents Description
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1. Press Release of December 30, 2002 - AEterna acquires German
biopharmaceutical Zentaris from Degussa
[LOGO OMITTED]
PRESS RELEASE
FOR IMMEDIATE RELEASE
AETERNA ACQUIRES GERMAN BIOPHARMACEUTICAL ZENTARIS
FROM DEGUSSA
QUEBEC CITY, CANADA, DECEMBER 30, 2002 - AEterna Laboratories Inc. (TSX: AEL;
Nasdaq: AELA) announced that it has concluded a definitive sales and purchase
agreement with Degussa AG to acquire all the outstanding shares of Zentaris AG
for (euro)50 million (Cdn $81.5 million). Zentaris AG is a German-based
biopharmaceutical company focused on oncology and endocrinology. The Boards of
AEterna and Degussa have unanimously approved the transaction as of today.
TRANSACTION HIGHLIGHTS
o Zentaris strengthens AEterna's pipeline in oncology and diversifies the
portfolio into a second growing therapeutic area, endocrinology.
o To complement AEterna's leading position in antiangiogenesis for oncology,
Zentaris adds four clinical stage products (three Phase II, one Phase I) in
nine indications in addition to six preclinical stage products to the
portfolio.
o To establish AEterna's move into endocrinology, Zentaris brings one product
with four indications (three in Phase II, one marketed) - Cetrotide(R)
which is approved and marketed for in vitro fertilization.
o Zentaris is expected to drive drug discovery at AEterna on a going-forward
basis through a state-of-the-art drug discovery unit, including a 100,000
proprietary compound library and a privileged collaboration with the
laboratory of a U.S. Nobel Laureate.
o AEterna is also expected to benefit from Zentaris' established marketing
alliances and strategic partnerships including among others:
o Serono International S.A.;
o Solvay Pharmaceuticals B.V.;
o Baxter Healthcare S.A.;
o Shionogi & Co., Ltd.;
o Nippon Kayaku Co., Ltd.; and
o The National Cancer Institute
o Zentaris expects to generate approximately (euro)20 million (Cdn $32.6
million) of revenue and to be cash flow positive in 2002.
o Zentaris is debt-free and is expected to have a working capital in excess
of (euro)23 million (Cdn $37.5 million) at December 31, 2002.
Dr. Eric Dupont, Chairman of the Board and Chief Executive Officer at AEterna
said, "The acquisition of Zentaris represents a major milestone in our planned
and communicated strategy. Zentaris provides AEterna with a deeper pipeline in
oncology and an established portfolio in a second therapeutic area,
endocrinology. Moreover, Zentaris is expected to be cash flow positive in 2002."
Gilles Gagnon, President and Chief Operating Officer at AEterna stated, "This
agreement is a major step towards creating a global biopharmaceutical company,
from drug discovery to market approval. Zentaris adds a strong pipeline of
preclinical and clinical products, including a marketed product, as well as
several development and marketing alliances. Zentaris' success has been a result
of a strong management team with pharmaceutical experience, led by Professor Dr.
Jurgen Engel."
Prof. Dr. Jurgen Engel, Chief Executive Officer of Zentaris stated, "We are very
pleased and excited to be part of AEterna. The new structure allows Zentaris to
grow internationally, to push forward with its promising preclinical and
clinical projects and to provide an exciting perspective to its employees."
DETAILS OF THE ACQUISITION
AEterna, through a newly created German subsidiary named AEterna GmbH, has
acquired all the outstanding shares of Zentaris AG for (euro)50 million
(Cdn $81.5 million), to be settled as follows:
o (euro)27 million (Cdn $44 million) cash, paid today; and
o (euro)23 million (Cdn $37.5 million), may be paid by AEterna GmbH upon the
completion, in accordance with the terms of the transaction and not later
than April 30, 2003, of the merger between AEterna GmbH and Zentaris. The
(euro)23 million balance of purchase price will be paid to Degussa using
Zentaris' excess working capital, as a result of which AEterna will not be
required to disburse additional funds in connection with this transaction.
HSBC Securities (Canada) Inc. acted as financial advisor to AEterna for this
transaction. Sal. Oppenheim jr. & Cie. KGaA, acted as financial advisor on
behalf of Degussa.
CONFERENCE CALL
AEterna will host a conference call to discuss the acquisition of Zentaris, at
the latest on Thursday, January 9, 2003. Details of the conference call will be
available on AEterna's web site www.aeterna.com.
ABOUT ZENTARIS AG
Based in Frankfurt, Germany, Zentaris AG currently has 67 employees who develop
innovative products for new patient-friendly therapies. The main focus is on the
treatment of benign and malignant tumors, integrating drug discovery and
clinical development for this purpose. Zentaris AG was formed by separating-out
parts of the Degussa Group at the beginning of 2001. The company has leveraged
the decades of expertise built up by Degussa Pharmaceuticals Division,
specifically in endocrinology (hormone research) and oncology (tumor research).
News releases and additional information about Zentaris are available on its Web
site at www.zentaris.de
ABOUT DEGUSSA AG
Degussa is Germany's third largest chemicals company and the worldwide number
one in the field of specialty chemicals. The strengths of Degussa lie in its
high-efficiency customized system solutions developed for clients in over 100
countries worldwide. The company has 53,400 employees in over 300 plants
worldwide with sales reaching (euro)12.9 billion in 2001.
News releases and additional information about Degussa are available on its Web
site at www.degussa.de.
ABOUT AETERNA LABORATORIES INC.
AEterna is a Canadian biopharmaceutical company and a frontrunner in the
development of an angiogenesis inhibitor, primarily in oncology.
Neovastat, antiangiogenic components extracted from marine cartilage, is
currently undergoing two Phase III clinical trials for the treatment of lung and
kidney cancer and one Phase II trial for the treatment of multiple myeloma, a
form of blood cancer. These trials are currently being held in more than 120
clinical institutions in Canada, the United States and several European
countries.
AEterna owns 61.8% of Atrium Biotechnologies Inc., which develops and markets
nutritional supplements, as well as active ingredients and fine chemicals
intended for the cosmetics, nutritional, fine chemicals and pharmaceutical
industries. Atrium markets over 500 products in 20 countries to industry leaders
such as Estee Lauder, L'Oreal, Clarins, Chanel, Aventis, SanofiSynthelabo and
Nestle.
AEterna shares are listed on the Toronto Stock Exchange (AEL) and the Nasdaq
National Market (AELA).
News releases and additional information about AEterna are available on its Web
site at www.aeterna.com.
SAFE HARBOR STATEMENT
This press release contains forward-looking statements, which are made pursuant
to the safe harbor provisions of the U.S. Securities Litigation Reform Act of
1995. Forward-looking statements involve known and unknown risks and
uncertainties which could cause the Company's actual results to differ
materially from those in the forward-looking statements. Such risks and
uncertainties include, among others, the availability of funds and resources to
pursue R&D projects, the successful and timely completion of clinical studies,
the ability of the Company to take advantage of the business opportunities in
the pharmaceutical industry, uncertainties related to the regulatory process and
general changes in economic conditions. Investors should consult the Company's
ongoing quarterly and annual filings with the Canadian and U.S. securities
commissions for additional information on risks and uncertainties relating to
the forward-looking statements. Investors are cautioned not to rely on these
forward-looking statements. The Company does not undertake to update these
forward-looking statements.
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CANADA
Media Relations: Investor Relations:
Paul Burroughs Jacques Raymond
Tel.: (418) 652-8525 ext. 406 Tel.: (418) 652-8525 ext. 360
Cell.: (418) 573-8982 Cell.: (514) 703-5654
Fax: (418) 577-7700 Fax: (418) 577-7700
E-mail: paul.burroughs@aeterna.com E-mail: jacques.raymond@aeterna.com
USA EUROPE
The Investor Relations Group Zentaris AG
Lisa Lindberg Matthias Seeber
Tel.: (212) 825-3210 Tel.: 011 49 69 4 26 02 34 25
Fax: (212) 825-3229 Fax: 011 49 69 4 26 02 34 44
E-mail: TheProTeam@aol.com E-mail: matthias.seeber@zentaris.de
SIGNATURE
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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.
AETERNA LABORATORIES INC.
Date: December 30, 2002 By: /s/Claude Vadboncoeur
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Claude Vadboncoeur
Vice President, Legal Affairs and
Corporate Secretary