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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 425
FILED BY CURIS, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: CURIS, INC.
Date of Report: June 21, 2000
The statements in this press release that are not historical facts are forward-
looking statements that involve risks and uncertainties including, without
limitation, risks associated with the inherent uncertainty of pharmaceutical
research, product development, regulatory approval and commercialization, the
impact of competitive products, patents, patent litigation, product liability,
third party reimbursement, required stockholder approvals and other risks and
uncertainties associated with the biotechnology industry and merger transactions
generally.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION TRANSACTION REFERENCED
IN THE FOREGOING INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. SUCH JOINT PROXY STATEMENT/PROSPECTUS HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION BY CURIS, INC. INVESTORS AND SECURITY
HOLDERS MAY OBTAIN A FREE COPY OF THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
DOCUMENTS FILED BY CURIS, INC. AT THE COMMISSION'S WEB SITE AT WWW.SEC.GOV. THE
JOINT PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS MAY ALSO BE OBTAINED
DIRECTLY FROM CURIS, INC., CREATIVE BIOMOLECULES, INC., ONTOGENY, INC. AND
REPROGENESIS, INC.
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CONTACTS
for Creative BioMolecules, Inc.: for Noonan/Russo Communications:
Steven Basta Anthony Russo
617/912-2950 212/696-4455 x202
or
for Ontogeny, Inc.: Renee Connolly
Cynthia Clayton 212/696-4455 x227
617/876-0086 x219
for Reprogenesis, Inc.:
Daniel R. Omstead, Eng.ScD.
617/499-2928 x101
CREATIVE BIOMOLECULES, ONTOGENY AND REPROGENESIS ANNOUNCE JULY 31, 2000
STOCKHOLDER MEETINGS FOR CURIS MERGER VOTE
CAMBRIDGE AND HOPKINTON, MA -- June 21, 2000 -- Creative BioMolecules, Inc.
(Nasdaq: CBMI), Ontogeny, Inc. and Reprogenesis, Inc. announced today that each
company will hold its stockholder meeting on July 31, 2000 to vote on the
proposed merger to form Curis, Inc. On June 19, the Securities and Exchange
Commission declared the Joint Proxy Statement/Prospectus effective for
distribution to stockholders. Stockholders of each company will receive the
Joint Proxy Statement/Prospectus describing the proposed merger and requesting a
vote in favor of the merger. The officers, directors, and a voting majority of
the stockholders of Ontogeny and Reprogenesis have committed to voting in favor
of the merger. The officers, directors and largest shareholder of Creative
BioMolecules have also committed to voting in favor of this transaction. The
July 31 date accommodates the required 20-business day stockholder meeting
notice period.
"We look forward to stockholder approval resulting in the formation of Curis,"
said Doros Platika, M.D., who will serve as Curis' president and CEO. "Curis
plans to be a premier regenerative medicine company, combining functional
genomics with tissue engineering and developmental biology to generate
therapeutics that restore normal function and improve quality of life."
Under the terms of the merger, which is subject to stockholder approval,
Creative BioMolecules' stockholders would receive three shares of Curis common
stock for every ten shares of Creative BioMolecules. Following completion of
the merger, Creative BioMolecules' stockholders would hold approximately 43% of
Curis shares, Ontogeny's stockholders would hold approximately 38% and
Reprogenesis' stockholders would hold approximately 19%.
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Curis intends to be a leader in the emerging field of regenerative medicine.
Formed by the merger of three Boston area biotechnology companies, Creative
BioMolecules (Nasdaq: CBMI), Ontogeny and Reprogenesis, Curis will combine
insight gained through the study of developmental biology with high-throughput
screening capabilities, proteins, cells and biocompatible materials to enable
the development of new regenerative medicine therapies. Curis' pipeline will
include: 1) a product which is currently under regulatory review in the United
States, Europe and Australia; 2) multiple products in late-stage clinical
development; 3) numerous early clinical and advanced preclinical products; and
4) a discovery engine that combines functional genomics and developmental
biology across multiple medical indications. These products have the potential
to change the way degenerative disease, cancer and other disorders associated
with loss of function are treated. Curis will be a publicly held company
located in Cambridge, Massachusetts. For more information, please visit the
Curis web site at http://www.curis.com.
The statements in this news release that are not historical facts are forward-
looking statements that involve risks and uncertainties including, without
limitation, risks associated with the inherent uncertainty of pharmaceutical
research, product development, regulatory approval and commercialization, the
impact of competitive products, patents, patent litigation, product liability,
third party reimbursement, required stockholder approvals and other risks and
uncertainties associated with the biotechnology industry and merger transactions
generally. For additional factors that could cause actual results to differ
materially, please refer to the risk factors section of Creative BioMolecules,
Inc.'s Form 10-K/A for the year ended 1999.
Investors and security holders are advised to read the joint proxy
statement/prospectus regarding the business combination transaction referenced
in the foregoing information, because it will contain important information.
Such joint proxy statement/prospectus was filed with the Securities and Exchange
Commission by Curis, Inc. on June 19, 2000. Investors and security holders may
obtain a free copy of the joint proxy statement/prospectus and other documents
filed by Curis, Inc. at the Commission's web site at www.sec.gov. The joint
proxy statement/prospectus and such other documents may also be obtained
directly from Curis, Inc., Creative BioMolecules, Inc., Ontogeny, Inc. and
Reprogenesis, Inc.
