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Filed by Aurora Biosciences
Corporation pursuant to
Rule 425 under the Securities
Act of 1933
Subject Company: PanVera Corporation, a private issuer. The Commission File
Number for Aurora Biosciences Corporation is 000-22669.
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[AURORA BIOSCIENCES CORPORATION LOGO] [PANVERA CORPORATION LOGO]
AURORA BIOSCIENCES CORPORATION PANVERA CORPORATION
CONTACT: DOUG FARRELL CONTACT: RALPH KAUTEN
SENIOR DIRECTOR, INVESTOR RELATIONS & PRESIDENT
CORPORATE COMMUNICATIONS
11010 TORREYANA ROAD 545 SCIENCE DRIVE
SAN DIEGO, CA 92121 MADISON, WI 53711
E-mail: [email protected] Phone: (858) 404-6767 E-mail: [email protected] Phone: (608) 233-9450
Website: http://www.aurorabio.com Fax: (858) 404-6714 Website: http://www.panvera.com Fax: (608) 233-3007
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AURORA BIOSCIENCES TO MERGE WITH PANVERA
- EXPANDS DRUG DISCOVERY CAPABILITIES AND STRENGTHENS PRODUCT PIPELINE -
SAN DIEGO (NOVEMBER 17, 2000) -- Aurora Biosciences(TM) Corporation (Nasdaq:
ABSC) and PanVera Corporation today announced that they have entered into a
definitive merger agreement under which Aurora will acquire PanVera, a
biotechnology company engaged in manufacturing and marketing protein drug
targets and drug screening assays for high-throughput screening.
PanVera Corporation is a recognized leader in the development of products and
technologies that allow pharmaceutical companies to work with recombinant
proteins in their drug discovery programs. PanVera has produced hundreds of
recombinant proteins for commercial sale focusing on protein families that are
of broad interest from a therapeutic perspective, including nuclear receptors,
protein kinases, and drug metabolizing enzymes.
Under the terms of the merger agreement, Aurora will acquire all of PanVera's
outstanding common stock in a tax-free, stock for stock transaction, which will
be accounted for using the pooling-of-interests method. PanVera stockholders
will receive approximately 1.34 shares of Aurora common stock for each share of
PanVera common stock. Aurora will issue a total of 1,900,000 shares of Aurora
common stock to the security holders of PanVera in the merger.
Aurora believes that PanVera's future revenue growth rate will be at least in
line with Aurora's future growth rate, based on Wall Street forecasts for
Aurora's revenues. Aurora expects the transaction to be accretive in 2001.
"The acquisition of PanVera is strategically important for Aurora in several
ways," said Stuart J.M. Collinson, Ph.D., Aurora's chairman, chief executive
officer and president. "First, as a result of this transaction, PanVera's
people and know-how will substantially broaden and extend our ability to provide
innovative solutions for protein drug targets. Second, this combination will
establish a strong sales and marketing infrastructure to commercialize our
proprietary bioassay technologies. Third, PanVera's expertise in protein
expression and purification will provide protein drug targets that are an
important component of the Big Biology(TM) program, Aurora's target-based drug
discovery initiative."
"The combination of PanVera's protein production capabilities and Aurora's
discovery platforms will enable us to more efficiently prosecute important drug
targets," stated Paul A. Negulescu, Ph.D., senior vice president, discovery
biology. "PanVera's protein science productivity addresses the growing need for
functional proteins for structural proteomics. Aurora's ultra-high throughput
screening system
more
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Page 2 Aurora Biosciences/PanVera
November 17, 2000
(UHTSS(R) Platform) and our Big Biology(TM) initiative will also help unlock the
value of PanVera's capabilities and assets."
"PanVera has built a thriving business on its recombinant protein and assay
development capabilities, but we believe that critical mass and breadth of
technologies are essential to achieve our full potential," stated Ralph Kauten,
PanVera's chairman and president. "The merger of PanVera and Aurora creates a
potent drug discovery engine that is poised to capitalize on post-genomic
opportunities."
PanVera's customers include leading pharmaceutical, biotech and academic
institutions. PanVera's revenues have grown from $3.4 million in fiscal year
1996 to $11.4 million in the fiscal year 2000.
PanVera financial summary
(Fiscal years ended September 30, figures in $ millions)
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2000 1999 1998 1997 1996
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Revenue $11.4 $7.8 $7.0 $4.9 $3.4
Net income (loss) before taxes 0.9 0.0 0.6 0.2 (0.1)
Total operating expenses 10.5 7.8 3.0 1.9 1.6
R&D expenses 1.8 1.3 1.1 0.8 0.7
Cash and cash investments 5.8 7.1 0.9 1.3 1.5
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The merger has been unanimously approved by the board of directors of both
companies. This transaction is subject to regulatory approvals, approval by
PanVera stockholders and customary closing conditions, and is expected to close
in the first quarter of 2001.
Aurora will host a conference call on Friday, November 17, 2000 at 11:00 am
(Pacific Time).
Dial-in information:
Domestic: 800-457-0184
International: 775-785-1944
Access code: 564956
Aurora designs, develops and commercializes advanced drug discovery
technologies, services and systems to accelerate the discovery of new medicines.
Aurora's core technologies include a broad portfolio of proprietary fluorescence
assay technologies, including its GeneBLAzer(TM) and VIPR(TM) technologies, its
functional genomics GenomeScreen(TM) program, its automated master compound
store, the AMCS, and its ultra-high throughput screening system (UHTSS(R)
Platform) and subsystems to miniaturize and automate drug screening and
profiling assays derived from those technologies. Aurora's technologies have
been commercially validated by over 15 major life sciences companies and
research organizations, including American Home Products, Bristol-Myers Squibb
Co., Ceres, Inc., Cystic Fibrosis Foundation, Eli Lilly & Co., Families of SMA,
Glaxo Wellcome, Genentech, Inc., Hereditary Disease Foundation, Johnson &
Johnson, Merck & Co., Inc., NV Organon Laboratories, Pfizer, Inc., and Senomyx,
Inc., in the form of commercialization agreements for discovery services,
licenses or systems. For additional information on Aurora's services and
products, please contact Sales and Marketing via email at [email protected].
PanVera Corporation, established in 1992 in Madison, Wisconsin, is an
international leader in the development of products and technologies that allow
pharmaceutical companies to select and develop new drugs more rapidly and
cost-effectively. PanVera has produced hundreds of recombinant proteins for
commercial sale focusing on protein families that are of broad interest from a
therapeutic perspective, including nuclear receptors, protein kinases and drug
metabolizing enzymes. In addition to recombinant proteins, PanVera provides
CoreHTS(TM) fluorescence polarization-based assays for high-throughput
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Page 3 Aurora Biosciences/PanVera
November 17, 2000
screening, and contract services in protein manufacturing, assay development and
drug metabolite production. For additional corporate information, visit the
PanVera website at http://www.panvera.com
In connection with the transaction, Aurora will file a registration statement on
Form S-4 with the SEC. Investors and security holders are advised to read the
registration statement when it becomes available because it will contain
important information. Investors and security holders may obtain a free copy of
the registration statement filed by Aurora with the SEC at the SEC's website at
http://www.sec.gov. Free copies of the registration statement (when available)
and other documents filed by Aurora with the SEC may be obtained from Aurora by
directing a request to Aurora Biosciences Corporation, 11010 Torreyana Road, San
Diego, California 92121, Attention: Doug Farrell (858) 404-6767.
PanVera, its directors, executive officers and certain other members of its
management and employees may be deemed to be participants in the solicitations
of proxies of PanVera's stockholders to adopt the merger agreement providing for
Aurora's acquisition of PanVera. These persons may have an interest in the
transaction, including as a result of holding shares or options of PanVera.
The forward-looking statements in this communication include statements about
future financial and operating results and the proposed merger, which involve a
high degree of technological and competitive risks and uncertainties. Such
statements are only predictions and Aurora's actual events or results may differ
materially from those projected in such forward-looking statements. The
following factors, among others, could cause actual results to differ materially
from those described herein: inability to obtain, or meet conditions imposed for
governmental approvals for the merger; failure of the PanVera stockholders to
approve the merger; the risk that the Aurora and PanVera businesses will not be
integrated successfully; the costs related to the merger; and other economic,
business, competitive and/or regulatory factors affecting Aurora's and PanVera's
businesses generally, including risks associated with Aurora's new and uncertain
technology, dependence on pharmaceutical and biotechnology collaborations, and
the development or availability of competing systems. These factors and others
are more fully described in Aurora's Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1999, and subsequent Forms 10-Q, as filed with the
Securities and Exchange Commission. Aurora assumes no obligation to update any
forward-looking statements. For additional corporate information, visit the
Aurora website at http://www.aurorabio.com.
Big Biology(TM), GeneBLAzer(TM), GenomeScreen(TM), UHTSS(R) and VIPR(TM) are
trademarks of Aurora Biosciences Corporation.
WHERE YOU CAN FIND MORE INFORMATION
Investors and security holders are urged to read the Registration Statement
regarding the proposed acquisition of PanVera when it becomes available because
it will contain important information regarding the transaction. The
Registration Statement will be filed with the Securities and Exchange Commission
by Aurora Biosciences Corporation. Investors and security holders may obtain a
free copy of the Registration Statement (when it becomes available) and other
documents filed with the Commission at the Commission's website at
http://www.sec.gov. The Registration Statement and these other documents may be
obtained for free from Aurora Biosciences Corporation.
