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Ventrus Biosciences to Merge With Assembly Pharmaceuticals

Mon, 05/19/2014 - 8:56am

Ventrus Biosciences has entered into a merger agreement with Assembly Pharmaceuticals, a privately held biopharmaceutical company, in an all-stock transaction. Upon the completion of the merger, the combined company will be renamed Assembly Biosciences, Inc. and trade on the Nasdaq Capital Market under the ticker "ASMB."

Once the merger is complete, the company will focus on the development of Assembly's novel, first-in-class small molecules to treat, and potentially cure, hepatitis B virus (HBV) infection. HBV is an underappreciated global epidemic with more than 350 million people worldwide chronically infected. Chronic HBV infection causes cirrhosis and liver failure, and it is a leading cause of liver cancer. Over
600,000 deaths each year are attributable to HBV. Current treatments can suppress the infection but require lifelong therapy since fewer than 10% of infections are currently cured.

"We believe this merger has tremendous potential. Assembly has amassed an enormous depth of scientific expertise and created a high quality drug discovery effort aimed at advancing its potentially curative therapies for HBV," said Dr. Russell Ellison, Chief Executive Officer and Chairman of Ventrus. "We believe combining the Ventrus and Assembly management teams, resources, and programs, will create a robust biopharmaceutical company with the capabilities to develop and commercialize this first-in-class curative approach to an underserved disease that afflicts hundreds of millions of people worldwide."

"This merger is an outstanding opportunity to progress our HBV platform and expeditiously bring a lead candidate into clinical development,"
said Derek Small, Chairman and Chief Executive Officer of Assembly.
"Our board and management team believe that by joining with Ventrus, we can accelerate the creation of shareholder value as well as the timeline for development of our much-needed HBV therapeutics. We enthusiastically embraced this opportunity after carefully assessing multiple other attractive proposals to advance Assembly to the next stage."

Assembly has discovered a series of HBV Core Protein Allosteric Modulators (CpAMs) and has shown preclinical proof of principle with significant reductions in the HBV "S" antigen in in vitro experiments.
HBV is a DNA-virus and Assembly's CpAMs target the function of intra-nuclear covalently closed circular DNA (a special DNA structure known as cccDNA). cccDNA drives establishment and survival of the virus, but no current therapies modulate its activity directly.
Molecules that can modulate cccDNA are expected to have curative potential.

Assembly's CpAMs have shown they can selectively and potently reduce viral load, and the key viral antigens, HBV "S" antigen (HBsAg) and HBV "E" antigen (HBeAg). Reduction of HBsAg in patients is considered to be the best marker of a functional cure, and is a key clinical endpoint in development.

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