"Bill and Ted's excellent adventure" will continue but with an expanded cast.
Anesta Corp., a drug-development company founded by William Moeller and Theodore Stanley, on Tuesday merged with Pennsylvania-based Cephalon Inc. after Anesta shareholders approved the deal. Anesta will operate as a wholly owned subsidiary of Cephalon.
Under the terms of the merger agreement first announced in July, Anesta shareholders will receive 0.4765 shares of newly issued Cephalon common stock for each share of Anesta they own.
Both Moeller and Stanley said Anesta's adventure, now 15 years in the making, will continue with Cephalon.
"These are two companies with different technologies coming together to build a stronger company," Stanley said. "There are a lot of things we probably couldn't have done (before) that we will be able to do because of adequate resources."
Anesta's lead product, Actiq, uses a lozenge-on-a-stick to help treat "breakthrough" pain in cancer patients who are already receiving and who are tolerant to certain therapies for their underlying pain. Anesta also is developing drugs for headaches, nausea and vomiting, motion sickness and smoking cessation.
Anesta sells and markets Actiq in the United States. Abbott Laboratories manufactures and distributes the drug in the United States.
Cephalon's top product is Provigil, for treatment of the sleep disorder narcolepsy, and the company is developing treatments for other sleep and neurological disorders as well as cancer.
The merged company will have more than 500 employees, including more than 200 sales and marketing staffers. Cephalon is based in West Chester, Pa.
Anesta president and CEO Thomas King said the merger will result in some changes in Salt Lake City. Anesta has about 145 employees, including 77 in Utah, but the Utah figure will probably fall to 55 to 60 by the end of the year.
But manufacturing will remain and probably grow as the company makes Actiq for the European market and the U.S. market once a manufacturing agreement with Abbott Laboratories is completed in a couple of years. Salt Lake City also will retain Anesta's research and development, quality control and assurance, and some administrative duties, he said.
"The strategy is that when you push the companies together, there is very little overlap," King said.
Moeller, Anesta's chairman and treasurer, thanked everyone who supported the Actiq idea, including venture capital partners, directors and employees. He said the merger "lessens our risk, builds our base and strengthens our abilities to grow in the future."
Stanley, founding chairman and secretary, said Tuesday brought both excitement and anxiety but added that change is a part of life.
"It's like when your baby brought home their fiance and said, 'Mom and Dad, here's the person with whom I want to spend the rest of my life,' and you lose your baby," he said.
Cephalon's stock price closed at $49.48, up $3.30 Tuesday. It has ranged from $14 to $83.63 in the past year. Anesta's stock price finished the day at $23.75, up $1.75. It had been between $8.13 and $34.19 in the past year.
Each company reported net losses of $6.8 million in the quarter ended June 30, Anesta's is based on revenues of $3.3 million and Cephalon's is based on $19.7 million in revenues.
E-MAIL: bwallace@desnews.com