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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Rule 14a-6(e)(2))
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[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
RIBI IMMUNOCHEM RESEARCH, INC
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(Name of Registrant as Specified In Its Charter)
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[LOGO]
Dear Stockholder:
The enclosed documents include a proxy statement/prospectus describing the
proposed merger of Ribi with and into Corixa Corporation and your proxy for
voting on the merger. If you vote for the merger, your shares of Ribi common
stock will be exchanged for shares of Corixa common stock according to the
details supplied in the enclosed documents.
The Ribi Board of Directors has unanimously approved and recommends that you
vote in favor of, the proposed merger. As explained in more detail in the proxy
statement/prospectus, the Board's reasons for this approval and recommendation
include the following, among others:
o Ribi's adjuvant expertise and Corixa's antigen expertise, when
combined, will allow more rapid discovery, development and
manufacture of novel vaccines.
o Ribi and Corixa share a major corporate partner, which means
that existing licenses of the combined company's products may be
synergistic rather than potentially competitive.
o The geographic locations of the two companies may increase the
potential synergism of the merger. Corixa's presence in Seattle
allows it to benefit from its proximity to academic institutions
and world class health care facilities, while Ribi's location in
Montana allows growth of development and manufacturing
facilities.
o The combined company may have a significantly increased market
capitalization, potentially allowing easier access to financing.
o As a condition to the merger, Ribi will retire the Series A
preferred stock held by Rose Glen Capital Management (RGC), thus
eliminating the possibility of further potential dilution
associated with the RGC investment instrument.
o The combined company will assume all of Ribi's current
liabilities.
These benefits and others are more fully discussed beginning on page 61 of the
proxy statement/prospectus.
Among the other risks associated with the merger, failure to approve the merger
could lead to a decline in the trading price of Ribi's common stock. If Ribi's
stock price were to fall below $1.00 per share, Nasdaq may delist Ribi's common
stock, which could trigger redemption of the RGC investment. These and other
risks of the merger and Ribi's business are discussed more fully beginning on
page 32 of the proxy statement/prospectus.
In summary, for the reasons set forth above and in the proxy
statement/prospectus, the Ribi Board of Directors recommends that you vote in
favor of the proposed merger. Please vote, as failure to vote is the same as
voting no.
If we can provide any further information on this matter, please do not hesitate
to call. You may call Robert E. Ivy at 406-363-6214.
Sincerely,
/s/ ROBERT E. IVY
Robert E. Ivy
Chairman of the Board
President and Chief Executive Officer
