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Filed by Corixa Corporation
Pursuant to Rule 425 Under the
Securities Act of 1933 and Deemed
Filed Pursuant to Rule 14a-12 Under
the Securities Exchange Act of
1934. Subject Company: Coulter
Pharmaceutical Inc. (Commission
File No. 0-21905)
For more information:
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Jim DeNike Sylvia Wheeler Jen Reinhard
Corixa Corporation Coulter Pharmaceutical, Inc. FitzGerald Communications
206.754.5716 650.553.1887 415.986.9500
[email protected] [email protected]
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FOR IMMEDIATE RELEASE
CORIXA AND COULTER PROVIDE PROGRAM AND OPERATIONS UPDATE ON MERGER
SEATTLE AND SOUTH SAN FRANCISCO, NOV. 27, 2000 -- Corixa Corporation (Nasdaq:
CRXA), a research- and development-based biotechnology company, and Coulter
Pharmaceutical, Inc., (Nasdaq: CLTR), a South San Francisco-based
biopharmaceutical company, today provided a progress update on the proposed
merger of the two companies, originally announced on October 16, 2000. Details
also were provided on the company's new senior management team and board
composition that will be put in place following the close of the merger,
currently expected before the end of the calendar year 2000.
BEXXAR BLA ACCEPTED FOR FILING BY FDA
On, Nov. 14, 2000, Coulter and SmithKline Beecham announced that the BLA for
Bexxar(TM) has been accepted for filing by the U.S. Food and Drug Administration
(FDA). The companies are seeking marketing approval of Bexxar for the treatment
of relapsed or refractory, low-grade or transformed low-grade B-cell
non-Hodgkin's lymphoma (NHL). If approved, Bexxar is expected to be the first
radioimmunotherapy to be made commercially available. The FDA received the BLA
for Bexxar on September 15, 2000 and has assigned the application six-month
priority review status. Moreover, provisions in the merger agreement between
Corixa and Coulter relating to termination in the event of a "refusal to file"
letter from the FDA are no longer applicable.
Bexxar is the only radioimmunotherapy that combines the targeting ability of a
monoclonal antibody and the therapeutic power of radiation, with the precision
of patient-specific dosing. The radiolabeled monoclonal antibody attaches to a
target marker found on NHL-affected cells thereby eliciting an immune response
and delivers a dose of iodine 131 radiation to tumor cells. Bexxar is the first
NHL therapy that is precisely dosed based on individual drug clearance rates.
CORIXA BOARD OF DIRECTORS
Corixa and Coulter announced on October 16, 2000 that Steven Gillis, Ph.D. will
remain as chairman and chief executive officer of the combined company, which
will continue to operate as Corixa. Michael F. Bigham, current president and
chief executive officer of Coulter, will join Corixa's Board of Directors as
vice chairman. The remainder of the Board of Directors will be comprised of
Joseph L. Lacob, Robert Momsen, Arnold Oronsky, Ph.D., Samuel Saks, M.D., James
Young, Ph.D. and Mark McDade.
CORIXA MANAGEMENT TEAM
Following the close of the merger, Corixa's management team also will include
Michelle Burris, senior vice president and chief financial officer; Dwayne
Elwood, senior vice president, commercial operations; Kenneth Grabstein, Ph.D.,
executive vice president and director of immunology; Cindy Jacobs, M.D., Ph.D.,
senior vice president, clinical research; Kathleen McKereghan, senior vice
president, general counsel and secretary; Arlene Morris, senior vice president,
corporate development; Steven Reed, Ph.D.,
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executive vice president and chief scientific officer; Charles Richardson,
Ph.D., senior vice president, Montana site manager; Geoff Yarranton, Ph.D.,
senior vice president, South San Francisco site manager;
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Martin Cheever, M.D., vice president, medical affairs; Gary Christianson, vice
president, technical operations; Tom DeZao, vice president, marketing; Maureen
Howard, Ph.D., vice president, autoimmune disease research and development; Kent
Iverson Ph.D., vice president, process development; Jeanne Jew, vice president,
business development; Monica Krieger, vice president, regulatory affairs; Gary
Nakamura, Pharm. D., vice president, quality systems and compliance; Bernie
Paul, vice president, human resources; David Persing, M.D., Ph.D., vice
president, antigen discovery and diagnostics development; and Robert Stagg,
Pharm. D., vice president, clinical research.
Effective Dec. 31, 2000, Mark McDade will resign his post as president and chief
operating officer at Corixa to assume new responsibilities as CEO of Signature
BioScience, Inc., an early stage biotechnology company based in Hayward, Calif.
As stated above, Mr. McDade will continue to serve on Corixa's board of
directors. Mr. McDade joined as a co-founder of Corixa in September 1994, has
served as president since March 1999, and chief operating officer and director
since 1994.
"As a seasoned executive, Mark McDade has had numerous CEO opportunities
presented to him throughout his tenure at Corixa," said Gillis. "The pending
merger with Coulter, as well as the depth and strength of the combined Corixa
and Coulter management team announced today, provides an opportunity for Mark to
assume the challenges of the CEO position at a new and emerging biotechnology
company. While we will miss his daily contribution to Corixa's continued
success, we look forward to his ongoing involvement as a member of Corixa's
board. I know that our employees and shareholders join me in thanking him for
his many contributions to Corixa and in wishing him continued success with his
new endeavor."
Signature BioScience is the originator of PhenoDynamic(TM) Profiling for
pharmaceutical discovery and development, using proprietary bioassay systems and
bioinformatics databases to characterize cellular and molecular interactions in
complex biological systems. Signature's functional proteomic technology can be
applied in the areas of lead discovery and optimization, drug target
identification and characterization, and preclinical ADME and toxicology
profiling of leads.
REGISTRATION UPDATE
On November 7, 2000, Corixa filed a registration statement on form S-4 with the
United States Securities and Exchange Commission (SEC) covering the proposed
registration of shares of Corixa common stock that would be issued to Coulter
shareholders upon acceptance of the proposed merger by both companies'
shareholders. Also on November 7, 2000, Coulter and Corixa filed a premerger
notification with the Federal Trade Commission and the Department of Justice and
requested early termination of the 30-day waiting period. The registration
statement was declared effective on November 17, 2000, and proxy statements were
mailed to all stockholders of record of both companies on November 21, 2000.
Stockholder meetings for both companies are scheduled for December 21, 2000.
Assuming stockholder approval, the transaction should be completed no later than
December 22, 2000.
ABOUT COULTER
Coulter Pharmaceutical, Inc. is engaged in the development of novel drugs and
therapies for the treatment of cancer and autoimmune diseases. The company
currently is developing a family of cancer therapeutics based upon two drug
development programs: therapeutic antibodies and targeted oncologics. The
company's most advanced product candidate is Bexxar(TM), a monoclonal antibody
conjugated to a radioisotope. Initial efforts in the targeted oncologics program
are focused on the development of a tumor-activated peptide pro-drug version of
doxorubicin to potentially treat certain solid tumor cancers. The company's
therapeutic antibody program includes an antibody-based approach
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to block the Type I interferon receptor for the treatment of autoimmune diseases
and transplant rejection. On October 16, 2000, Coulter Pharmaceutical, Inc.
announced its intention to merge with Corixa, a research- and development-based
biotechnology company committed to treating and preventing autoimmune diseases,
cancer and infectious diseases by understanding and directing the immune system.
For more company information, visit Coulter Pharmaceutical's web site at
www.coulterpharm.com.
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ABOUT CORIXA
Corixa is a research- and development-based biotechnology company committed to
treating and preventing autoimmune diseases, cancer and infectious diseases by
understanding and directing the immune system. Corixa is focused on
immunotherapeutic products and has a broad technology platform enabling both
fully integrated vaccine design and the use of its separate, proprietary vaccine
components on a standalone basis. The company partners with numerous developers
and marketers of pharmaceuticals and diagnostics, targeting products that are
Powered by Corixa(TM) technology with the goal of making its potential products
available to patients around the world. Corixa was founded in 1994 and is
headquartered in Seattle, Wash., with additional operations in Hamilton, Mont.
and Redwood City, Calif. For more information, please visit Corixa's website at
www.corixa.com or call the company's investor relations information line at
1-877-4CORIXA or 1.877.426.7492.
FORWARD-LOOKING STATEMENTS
Except for the historical information presented, certain matters discussed in
this press release are forward-looking statements. Forward-looking statements
are based on the opinions and estimates of management at the time the statements
are made. They are subject to certain risks and uncertainties that could cause
actual results to differ materially from any future results, performance or
achievements expressed or implied by such statements. Factors that could affect
Corixa's actual results include, but are not limited to the "Factors Affecting
Our Operating Results, Our Business and Our Stock Price," described in our
Quarterly Report on Form 10-Q/ filed on November 7, 2000 and our Registration
Statement on Form S-4 filed on Nov. 7, 2000, copies of which are available on
our Web site, www.corixa.com. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of this
release.
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Additional Information and Where to Find It
On November 7, 2000 Corixa filed a Registration Statement on SEC Form S-4 in
connection with the merger, on November 17, 2000 Corixa filed an amendment to
the Registration Statement on SEC Form S-4 that was filed on November 7, 2000,
and on November 21, 2000 Corixa and Coulter mailed a Joint Proxy
Statement/Prospectus to stockholders of Corixa and Coulter containing
information about the merger. Investors and security holders are urged to read
the Registration Statement and the Joint Proxy Statement/Prospectus carefully.
The Registration Statement and the Joint Proxy Statement/Prospectus contain
important information about Corixa, Coulter and the merger and related matters.
Investors and security holders can obtain free copies of these documents through
the website maintained by the U.S. Securities and Exchange Commission at
http://www.sec.gov. Free copies of the Joint Proxy Statement/Prospectus and
these other documents may also be obtained:
-- from Corixa by completing the material request form located in the "request
materials" section of Corixa's website at
http://www.corixa.com/financials/index.htm or by mail to Corixa, 1124 Columbia
Street, Suite 200, Seattle, Washington 98104-2040, attention: Investor
Relations, telephone: (206) 754-5711; or
-- from Coulter by directing a request through the Investors Relations portion
of Coulter's website at http//www.coulterpharm.com or by mail to Coulter, 600
Gateway Boulevard, South San Francisco, California 94080, attention: Investor
Relations, telephone: (650) 553-1190.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, Corixa and Coulter file annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other information
filed by Corixa or Coulter at the SEC public reference rooms at 450 Fifth
Street, N.W., Washington, D.C. 20549 or at any of the Commission's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. Corixa's and Coulter's filings with the Commission are also available to
the public from commercial document-retrieval services and at the website
maintained by the Commission at http://www.sec.gov.
Interests of Certain Persons in the Merger
Coulter will be, and certain of Coulter's directors and executive officers may
be, soliciting proxies from Coulter stockholders in favor of the adoption of
the merger agreement. In addition, Corixa will be, and certain of Corixa's
directors and executive officers may be, soliciting proxies from Corixa
stockholders in favor of the adoption of the merger agreement. The directors
and executive officers of Coulter and the directors and executive officers of
Corixa may be deemed to be participants in Coulter's and Corixa's solicitation
of proxies.
The directors and executive officers of Coulter have interests in the merger,
some of which may differ from, or may be in addition to, those of Coulter's
stockholders generally. For a description of such interests and a list of each
company's directors and executive officers, please see the press release filed
with the SEC pursuant to Rule 425 by Corixa and Coulter on October 16, 2000.
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