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SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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AQUILA BIOPHARMACEUTICALS,
INC.
(Name of Registrant as Specified In Its
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_____________________________________
AQUILA
Aquila Biopharmaceuticals, Inc.
FOR IMMEDIATE RELEASE
ANTIGENICS TO ACQUIRE AQUILA
BIOPHARMACEUTICALS
Acquisition Expands Antigenics
Technology Platform, Product Portfolio and
Corporate Alliances
New York, NY and Framingham, MA-
August 21, 2000 - Antigenics Inc. (Nasdaq:
AGEN) and Aquila Biopharmaceuticals, Inc.
(Nasdaq: AQLA) announced today that they
have entered into a definitive agreement for
Antigenics to purchase Aquila in a tax-free,
stock-for-stock transaction valued at
approximately $4.67 per share. Antigenics
will issue approximately 2.5 million shares,
valued at approximately $40 million.
Conversion of Aquila shares will be based
upon an exchange ratio of 0.2898.
The proposed transaction, which has been
approved by boards of directors of both
companies, would strengthen Antigenics'
presence in cancer, infectious diseases and
degenerative disorders field with the addition
of Aquilas proprietary technology
platforms, the Stimulon? family of
adjuvants (QS-21) and its CDl antigen
discovery program, and 11 products in
clinical development. These assets
complement Antigenics' leadership position
in the development of vaccines for cancers,
infectious diseases and degenerative
disorders based on its proprietary heat shock
protein (HSP) technology platform.
The acquisition, expected to close in the
fourth quarter of this year, adds a portfolio
of one marketed animal health product,
eleven clinical products under development
by Aquila and its corporate partners, a novel
antigen discovery technology (CD1), 50
additional issued patents and a talented team
of professionals. Aquila's corporate partners
include several of the world's leading
pharmaceutical companies.
"This acquisition provides Antigenics with
two additional platform technologies and
their associated pipeline of products which
are complementary to our existing
programs," said Garo H. Armen, Ph.D.,
chairman and CEO of Antigenics. "We look
forward to working with Aquila's impressive
group of corporate collaborators and
integrating Aquila's talented group of
professionals into our rapidly growing
workforce. This transaction brings
Antigenics one step closer to its goal of
becoming the leading developer and marketer
of therapeutic vaccines for cancer, infectious
disease and degenerative disorders."
'This merger of technologies, products and
scientists creates a significant force in the
field of breakthrough vaccine development,"
said Alison Taunton-Rigby, Ph.D., president
and CEO of Aquila. "We expect to realize a
much greater value for our shareholders with
the expanded infrastructure and expertise that
Antigenics offers."
Aquila's pipeline includes two phase III, five
phase II and six phase I clinical trials with
six different active corporate partners in
indications that include human papilloma
virus, herpes, hepatitis B, HIV, malaria and
Alzheimer's. Antigenics is currently testing
its Oncophage? cancer vaccine in a phase III
renal cell carcinoma study and seven other
phase II or phase I/II trials in five other
cancer indications.
Under the terms of the proposed acquisition,
Aquila's shareholders will be entitled to
receive 0.2898 shares of Antigenics
common stock for each share of Aquila
common stock held. Antigenics expects the
acquisition to be neutral to additive to its
cash position for the next two years and
accretive in 2002 and beyond.
The transaction is conditioned upon the
approval of Aquila's shareholders as well as
subject to regulatory filings with the
Securities and Exchange Commission and
Federal Trade Commission.
Drs. Armen and Taunton-Rigby will host a
conference call at 10:00 EDT August 21 to
discuss the proposed acquisition. The
domestic dial-in number is 800-288-8967
and the international dial-in number is
612-332-0923.
Antigenics Inc. is engaged in the discovery
and development of a family of novel
immunotherapeutic vaccines for the
treatment of life-threatening and chronic
medical conditions. The company's
immunotherapeutics are based on a specific
class of proteins known as heat shock
proteins. Antigenics is evaluating its lead
immunotherapeutic, Oncophage?, in a
phase III clinical trial in renal cell
carcinoma and seven other phase II or phase
I/II clinical trials in five different cancers.
For more information about the company
visit www.antigenics.com.
Aquila Biopharmaceuticals, Inc. is a life
sciences company developing and
commercializing a range of proprietary
products that enhance the immune response
in animals and humans. The Company's
products are intended for use in treating,
controlling and preventing infectious disease,
cancers and autoimmune disorders. Aquila's
products include: Leucogen? for protection
against feline leukemia virus (approved for
U.S. and European use in 1991);
Quilimmune-P?, for a human healthcare
product for prevention of pneumococcal
infections in the elderly; Quilimmune-P?, a
human healthcare product for preventing
malaria; and preclinical CDl programs on
tuberculosis, Chlamydia infections and
cancer. The Company also licenses its
immune enhancement technologies, and
current partners include SmithKline
Beecham, Elan Corporation, plc, Aventis
Pasteur, Wyeth Lederle, VaxGen,
Bristol-Myers Squibb (Progenics
Pharmaceuticals), Korea Green Cross
Corporation and Virbac S.A. For more
information about the company visit
www.aquilabio.com.
The press release contains forward-looking
statements. These include statements about
the future financial position of Antigenics
and Aquila Biopharmaceuticals, Inc, and
their ability to generate positive cash flows,
the potential commercial success of programs
in development, and the consummation of the
merger. Several risks and uncertainties could
cause actual results to differ materially from
those projected in the forward- looking
statements. These factors include the ability
to satisfy regulatory requirements, the
outcome of clinical trials, the efficacy of
products that are commercialized, the ability
to convince the medical community to adopt
products, competition from pharmaceutical
and biotechnology companies, difficulties
and costs associated with integration of the
businesses, the strength of intellectual
property rights, the ability to raise capital
and the risk factors included in the
Antigenics and Aquila SEC filings.
This material is not a substitute for the
prospectus/proxy statement Antigenics and
Aquila will file with the Securities and
Exchange Commission. Investors are urged
to read that document because it will contain
important information. The proxy
statement/prospectus and other documents
filed by Antigenics and Aquila with the SEC
will be available free of charge at the SEC's
website (www.sec.gov) and from Antigenics
or Aquila.
Aquila, its directors, and certain of its
executive officers may be considered
participants in the solicitation of proxies in
connection with the merger. Information
concerning Aquila's directors and executive
officers can be found in the documents filed
by Aquila with the SEC. Certain directors
and executive officers of Aquila may have
direct or indirect interests in the merger due
to securities holdings, vesting of options, and
rights to severance payments if their
employment is terminated following the
merger. In addition, directors and officers,
after the merger, will be indemnified by
Antigenics, and benefit from insurance
coverage, for liabilities that may arise from
their service as directors and officers of
Aquila prior to the merger. Additional
information regarding the participants in the
solicitation will be contained in the proxy
statement/prospectus.
Contact:
Gary Foster
Antigenics Inc.
212-332-2074
[email protected]
Alison Tauton-Rigby
Aquila Biopharmaceuticals, Inc.
508-766-2710
[email protected]
Doug MacDougall
Feinstein Kean Healthcare
617-577-8100
[email protected]
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