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For more information:
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Michelle Burris Michael F. Bigham Jesse Ciccone
Corixa Corporation Coulter Pharmaceutical, Inc. FitzGerald Communications
206.754.5720 650.553.1993 415.986.9500
[email protected] michael [email protected] [email protected]
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FOR IMMEDIATE RELEASE
CORIXA AND COULTER MERGE
TO CREATE A COMPREHENSIVE IMMUNOTHERAPY COMPANY
Combined Company to Include Late-stage Clinical Products,
Dedicated Sales and Marketing Operations and Complementary Technology Platforms
SEATTLE AND SOUTH SAN FRANCISCO, OCTOBER 16, 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 announced the signing of a definitive agreement
whereby Corixa has agreed to acquire all outstanding shares of Coulter in
exchange for shares of Corixa valued in excess of $900 million. The merger
creates a comprehensive immunotherapy company capable of discovering antigens,
developing them into products and taking those products to market. The
transaction combines Corixa's antigen discovery and immunotherapeutic product
development expertise with Coulter's therapeutic antibodies and targeted
oncologics platforms to develop therapies for the treatment or prevention of
autoimmune diseases, cancer and infectious diseases.
At the close of the merger, currently expected in December 2000, the combined
Corixa and Coulter product portfolio will include two late-stage clinical
products for which Biologics License Applications (BLAs) have been filed or are
in preparation, 16 programs in clinical development, 22 preclinical programs and
16 corporate partnerships focusing on autoimmune diseases, cancer and infectious
diseases. The combined product pipeline will include Bexxar(TM) (tositumomab,
iodine I 131 tositumomab), Coulter's cancer therapeutic comprised of a
monoclonal antibody conjugated to a radioisotope; Melacine(R), Corixa's
therapeutic cancer vaccine; MPL(R), Corixa's widely used vaccine adjuvant; and
PVAC(TM), Corixa's treatment for psoriasis.
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. Additional announcements regarding
composition of Corixa's Board of Directors and its senior management team will
follow in the coming weeks. Corixa intends to integrate its Redwood City, Calif.
operations into Coulter's South San Francisco campus to better accommodate
future expansion possibilities.
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"The combination of Corixa's world-class antigen discovery efforts with
Coulter's expertise in radioimmunotherapy, antibody therapeutics and targeted
oncologics is a giant step forward in creating a major force in the emerging
field of immunotherapy," said Gillis. "Bexxar represents an exciting product
opportunity with the potential for significant near-term revenue. Coulter's
ability to enhance the power of monoclonal antibodies with either cytotoxic
drugs or radionuclides broadens the therapeutic potential of multiple
antibody-based products in the combined company's pipeline. The presence of a
dedicated sales force at Coulter provides a strategic asset to the combined
company that can be readily leveraged to bring additional products to the
marketplace. We are excited by the strength and breadth of the combined
company's talents, platform technologies and pipeline and look forward to our
future together."
The purchase price is based on a fixed exchange ratio of 1.003 shares of Corixa
common stock for each share of Coulter common stock outstanding at the time of
closing. The purchase price will be allocated based on the fair value of assets
acquired, liabilities assumed, and purchased goodwill. The transaction is
intended to qualify as a tax-free reorganization and will be accounted for as a
purchase. The effectiveness of the merger is subject to certain customary
closing conditions, including the approval of the merger by the stockholders of
Corixa and Coulter and the expiration or early termination of the required
waiting period under Hart-Scott Rodino Antitrust Improvements Act of 1976, as
amended.
"Coulter's commercialization capabilities, technology platforms and lead product
candidate, Bexxar, combined with Corixa's extensive product pipeline immediately
creates a powerful, comprehensive immunotherapy company," stated Michael F.
Bigham, president and chief executive officer of Coulter. "We are excited by the
breadth of opportunities that the combined organization will enjoy, including
three products that have completed pivotal trials, Bexxar, Melacine and MPL, as
well as a rich pipeline of Phase II programs that include PVAC treatment for
psoriasis, a variety of autoimmune disease vaccines and future Bexxar label
expansion trials. In addition, there will be an extensive combined Phase I and
preclinical portfolio that includes tumor and infectious disease vaccines as
well as multiple monoclonal antibody based products."
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 therapeutics based upon two drug development
programs: therapeutic antibodies and targeted oncologics. The company's most
advanced product candidate is Bexxar, a monoclonal antibody conjugated to a
radioisotope. On September 15, 2000, Coulter and SmithKline Beecham submitted a
BLA to the U.S. Food and Drug Administration (FDA) seeking commercial approval
of Bexxar for the treatment of patients with relapsed or refractory, low-grade
or transformed low-grade B-cell non-Hodgkin's lymphoma. Bexxar recently received
FDA priority review status. The company's therapeutic antibodies program also
includes an interferon receptor antagonist. Initial efforts in the targeted
oncologics program are based on tumor activated prodrug (TAP) and tumor-specific
targeting (TST) technologies. For more company information, visit Coulter
Pharmaceutical's web site at http://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. Corixa recently announced its intent to file
for regulatory approval of its Melacine(R) melanoma vaccine, with the
application based predominantly on data from the recently completed Phase III
study of the use of Melacine vaccine for the treatment of Stage II melanoma
which started enrollment in April of 1992 and has followed patients through
January of 2000. Corixa also announced in August a multi-year development,
commercialization and license agreement covering Corixa's novel psoriasis
immunotherapeutic product, PVAC treatment in which Medicis will pay Corixa
license fees, research funding and milestone payments of up to $107 million.
PVAC treatment is currently in Phase II clinical trials for the treatment of
moderate to severe psoriasis.
Corixa 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 failure of the merger to
be completed, difficulties encountered in integrating the operations of Corixa
and Coulter, failure of FDA to approve Bexxar for commercial sale, and the
"Factors Affecting Our Operating Results, Our Business and Our Stock Price,"
described in Corixa's Quarterly Report on Form 10-Q filed on August 14, 2000,
and Coulter's report on form S-3 filed August 30, 2000, copies of which are
available from the companies' investor relations departments. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this release.
Corixa and Coulter will conduct a Webcast conference call at 8:30 a.m. EDT. The
Webcast conference call can be accessed from the "news and events" section of
Corixa's Web site at www.corixa.com.
Additional Information and Where to find It
Corixa plans to file a Registration Statement on SEC Form S-4 in connection with
the merger, and Corixa and Coulter expect to mail 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
when they are available. The Registration Statement and the Joint Proxy
Statement/Prospectus will contain important information about Corixa, Coulter,
the merger and related matters. Investors and security holders will be able to
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
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- 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 other persons named below may be, soliciting
proxies from Coulter stockholders in favor of the adoption of the merger
agreement. In addition, Corixa will be, and certain other persons named below
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
each other's solicitation of proxies.
The following are the directors and executive officers of Coulter: Michael
F. Bigham, Arnold L. Oronsky, Brian G. Atwood, Joseph R. Coulter, III, Donald
L. Lucas, Robert Momsen, George J. Sella, Jr., Samuel R. Saks, M.D., Dwayne
M. Elwood, William G. Harris, Arlene M. Morris, Dan Shochat and Geoffrey T.
Yarranton
The following are the directors and executive officers of Corixa: Steven
Gills, Ph.D., Mark McDade, Steven Reed, Ph.D., Kenneth Grabstein, Ph.D.,
Michelle Burris, Kathleen McKereghan, Martin Cheever, M.D., Maureen Howard,
Ph.D., Cindy Jacobs, Ph.D., M.D., Charles Richardson, Ph.D., Gary
Christianson, Joseph Lacob, Arnold Oronsky, Ph.D., James W. Young, Ph.D.
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. Those interests include:
- as of October 1, 2000, the directors and executive officers of Coulter, as a
group, may be deemed to beneficially own approximately 18.2% of Coulter's
outstanding common stock;
- in connection with the signing of the merger agreement, certain executive
officers will enter into employment or consulting agreements with Coulter;
- upon completion of the merger, certain directors of Coulter will become
directors of Corixa;
- certain of the directors and executive officers of Coulter may own options
to purchase shares of Coulter common stock which will become vested and
exercisable in connection with the merger;
- certain of the directors and executive officers of Coulter may be covered by
severance plans that may be triggered in connection with the merger; and
- Corixa has agreed to provide indemnification and director and officer
liability insurance coverage to the directors and executive officers of
Coulter following the merger.
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