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Filed by Insmed Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Insmed Incorporated
Commission File No. 333-30098
On May 8, 2000, Celtrix Pharmaceuticals, Inc. issued the following press
release:
COMPANY PRESS RELEASE
Celtrix and Insmed Pharmaceuticals
Mail Proxy Statements for Merger
SAN JOSE, Calif.--(BUSINESS WIRE)--May 8, 2000--Celtrix Pharmaceuticals, Inc.
(Nasdaq: CTRX) and Insmed Pharmaceuticals, Inc. announced today that their joint
proxy statement has been mailed to stockholders of both companies. The proxy
statement provides information for stockholders to vote on the previously
announced acquisition of Celtrix by Insmed. Both companies have scheduled
stockholder meetings on May 30, 2000.
Insmed is a biopharmaceutical company focused on the development of
products to treat metabolic and endocrine-related diseases such as diabetes and
polycystic ovary syndrome (PCOS). The company is currently developing INS-1, a
naturally occurring insulin sensitizer that achieves concentrations in the
bloodstream following oral administration. It is being developed for type 2
diabetes and PCOS. To date in clinical trials, INS-1 has significantly improved
both ovulation rates in women with PCOS as well as glycemic control parameters
and lipid profiles in people with type 2 diabetes.
Celtrix is a biopharmaceutical company developing novel therapeutics
for a broad range of metabolic disorders, including late stage type 1 and type 2
diabetes and severe osteoporosis. The company's focus is on SomatoKine(R), a
human recombinant equivalent to the naturally occurring complex of the hormone,
insulin-like growth factor-I (IGF-I) and its primary binding protein (IGFBP3).
Celtrix has completed Phase IIA clinical trials for the treatment of diabetes,
severe osteoporosis (recovery from hip fracture) and traumatic burns.
Statements included within this press release, which are not historical
in nature, constitute forward-looking statements for purposes of the safe harbor
provided by the Private Securities Litigation Reform Act of 1995. Such
statements involve risks and uncertainties that could cause actual results to
differ materially from those described herein. Risks and uncertainties include:
product candidates may fail in the clinic or may not be successfully marketed;
lack of financial resources to complete development of clinical candidates; and
competing products.
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SOURCE: Insmed Pharmaceuticals, Inc.
Contact:
Insmed Pharmaceuticals
Sophia Twaddell, 312/751-3738
or
Celtrix Pharmaceuticals, Inc.
Donald Huffman, 408/573-6232
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The matters discussed throughout these materials filed pursuant to Rule
425 under the Securities Exchange Act of 1933 on May 9, 2000, that are not
historical facts are forward-looking and, accordingly, involve estimates,
projections, goals, forecasts, assumptions and uncertainties that could cause
actual results or outcomes to differ materially from those expressed in the
forward-looking statements.
These forward-looking statements may include, but are not limited to,
future capital expenditures, acquisitions (including the amount and nature of
acquisitions), future revenues, earnings, margins, costs, demand for new
pharmaceutical products, market trends in the pharmaceutical business, inflation
and various economic and business trends. You can identify forward-looking
statements by the use of words such as "expect," "estimate," "project,"
"budget," "forecast," "anticipate," "plan" and similar expressions.
Forward-looking statements include all statements regarding expected financial
position, results of operations, cash flows, dividends, financing plans,
business strategies, operating efficiencies or synergies, budgets, capital and
other expenditures, competitive positions, growth opportunities for existing or
proposed products or services, plans and objectives of management, and markets
for stock of Insmed Incorporated, Celtrix and Insmed Pharmaceuticals. Any
forward-looking statement speaks only as of the date on which the statement was
made.
Examples of factors that should be considered with respect to any
forward-looking statements made throughout these materials include, but are not
limited to, the following:
o Legislative and regulatory initiatives that impact the provision
of pharmaceutical products and services;
o Market demand for pharmaceutical products and services, changes
in the economies of areas served by the companies and catastrophic
natural disasters;
o The ability of Celtrix, Insmed Pharmaceuticals, Insmed
Incorporated, their suppliers and customers to successfully
address Year 2000 readiness issues;
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o Unanticipated changes in operating expenses and capital
expenditures;
o General industry trends and the effects of vigorous competition
in the biotechnology, biopharmaceutical and pharmaceutical
industries;
o Financial or regulatory accounting principles or policies
imposed by the Financial Accounting Standards Board, the
Securities and Exchange Commission and similar agencies with
regulatory oversight;
o Employee workforce factors, including loss or retirement of key
executives and scientists;
o Technological developments resulting in competitive disadvantages
and creating the potential for impairment of existing assets;
o Unexpected costs or difficulties related to the integration of
the businesses of Celtrix and Insmed Pharmaceuticals;
o Regulatory delays or conditions imposed by regulatory bodies in
approving the reorganizations;
o General economic factors including inflation and capital market
conditions; and
o Adverse changes in the securities markets.
These factors are difficult to predict. They also contain uncertainties
that may materially affect actual results, and may be beyond the control of
Celtrix, Insmed Pharmaceuticals or Insmed Incorporated. New factors may emerge
from time to time and it is not possible for us to predict new factors, nor can
we assess the effect of any new factors on Celtrix, Insmed Pharmaceuticals or
Insmed Incorporated
These forward-looking statements are found at various places throughout
these materials. We caution you not to place undue reliance on these
forward-looking statements, which speak only as of the date they were made. None
of Celtrix, Insmed Pharmaceuticals or Insmed Incorporated undertakes any
obligation to publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date of this filing pursuant to
Rule 425 or to reflect the occurrence of unanticipated events.
In connection with the reorganizations of Insmed Pharmaceuticals and
Celtrix into a newly formed holding company, Insmed Incorporated, Insmed
Incorporated has filed with the Securities and Exchange Commission (the "SEC") a
Registration Statement on Form S-4, as amended (File No. 333-30098) containing
the preliminary joint proxy statement/prospectus of Insmed Pharmaceuticals and
Celtrix. On May 4, 2000, Insmed Incorporated filed with the SEC the definitive
joint proxy statement/prospectus of Insmed Pharmaceuticals and Celtrix pursuant
to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended. The
definitive joint proxy statement/prospectus of Insmed Pharmaceuticals and
Celtrix has been distributed to the companies' shareholders. We urge investors
to read the definitive joint proxy statement/prospectus and any other relevant
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documents filed with the SEC because they contain important information.
Investors are able to obtain the documents free of charge at the SEC's web site,
http://www.sec.gov. In addition, documents filed by Insmed Incorporated with the
SEC can be obtained by contacting Insmed Incorporated at the following address
and telephone number: 800 East Leigh Street, Richmond, Virginia 23219,
Attention: Michael D. Baer, Telephone (804) 828-6893. Information about Insmed
Pharmaceuticals can be obtained by contacting Insmed Pharmaceuticals at the
following address and telephone number: 800 East Leigh Street, Richmond,
Virginia 23219, Attention: Michael D. Baer, Telephone (804) 828-6893. Documents
filed with the SEC by Celtrix can be obtained by contacting Celtrix at the
following address and telephone number: 2033 Gateway Place, Suite 600 San Jose,
California 95110, Attention: Donald D. Huffman, Telephone (408) 988-2500. Read
the definitive joint proxy statement/prospectus carefully before making a
decision concerning the reorganizations.
Insmed Pharmaceuticals, its directors, executive officers and certain
other members of management and employees may be soliciting proxies from Insmed
Pharmaceuticals shareholders in connection with the reorganizations. Information
concerning the participants in the solicitation is set forth in the definitive
joint proxy statement/prospectus filed by Insmed Incorporated with the SEC
pursuant to Rule 424(b)(3) on May 4, 2000.
Celtrix, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from Celtrix stockholders in
connection with the reorganizations. Information concerning the participants in
the solicitation is set forth in the definitive joint proxy statement/prospectus
filed by Insmed Incorporated with the SEC pursuant to Rule 424(b)(3) on May 4,
2000.
