<PAGE>
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: July 31, 2000
CONTACTS
for Curis, Inc.: for Noonan / Russo Communications:
William B. Boni Anthony Russo
(617) 876-0086, ext. 462 (212) 696-4455, ext. 202
Renee Connolly
(212) 696-4455, ext. 227
SHAREHOLDERS APPROVE CURIS, INC. MERGER
OF THREE BIOTECHNOLOGY COMPANIES
Curis (Nasdaq: CRIS) to Begin Trading August 1, 2000,
Creative BioMolecules (Nasdaq: CBMI) to Stop Trading 4:00 pm on July 31, 2000
CAMBRIDGE, MA, July 31, 2000 - A new biopharmaceutical company focused on
regenerative medicine, Curis, Inc., began operations today following the
approval of a merger by the shareholders of Creative BioMolecules, Inc.
(formerly NASDAQ: CBMI) and two private companies, Ontogeny, Inc. and
Reprogenesis, Inc. Curis is scheduled to begin trading under the symbol CRIS on
the Nasdaq National Stock Market on August 1, 2000, and CreativeBiomolecules
will no longer trade.
Following the merger, approximately 43 percent of the 25.9 million outstanding
shares of Curis are held by the stockholders of Creative BioMolecules,
approximately 38 percent by the
1
<PAGE>
stockholders of Ontogeny, Inc., and approximately 19 percent by the stockholders
of Reprogenesis. Fully diluted shares of Curis number approximately 32 million.
On July 28, 2000, the closing price per share of Creative BioMolecules was
$8.83. Based on that closing price and an exchange ratio of ten Creative
BioMolecules shares into three Curis shares, the implied per share price of
Curis is $29.43. However, the Company cannot provide any assurance or predict
the actual trading price for Curis.
For illustrative purposes only, the following table offers a range of conversion
prices based on the calculations above:
<TABLE>
<CAPTION>
PRE-MERGER: POST-MERGER:
Creative Biomolecules Curis, Inc
---------------------- ----------
<S> <C>
$ 6.00 $20.00
$ 8.00 $26.67
$10.00 $33.33
$12.00 $40.00
$14.00 $46.67
</TABLE>
There can be no assurance that the stock will trade within this range.
Curis, Inc. is developing products based on technologies in the emerging field
of regenerative medicine. The Company is combining insights gained through the
study of developmental biology with high-throughput screening capabilities,
proteins, cells and biocompatible materials to facilitate the development of new
regenerative medicine therapies. 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, and other risks and uncertainties associated with the
biotechnology industry and mergers generally. For additional
2
<PAGE>
factors that could cause actual results to differ materially, please refer to
the risk factors section of the Curis joint proxy statement/prospectus filed
with the Securities and Exchange Commission on June 19, 2000.
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.
####
3
