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Filed by Antigenics Inc. (Commission File No. 000-29089)
pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Aquila Biopharmaceuticals, Inc. (Commission File
No. 000-12081)
FOR IMMEDIATE RELEASE
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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 Aquila's proprietary
technology platforms, the Stimulon(R) family of adjuvants (QS-21) and its CD1
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."
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"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(R) 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(R), 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(R) for protection against feline leukemia
virus (approved for U.S. and European use in 1991); Quilimmune-P(TM), for a
human healthcare product for prevention of pneumococcal infections in the
elderly; Quilimmune-P(TM), a human healthcare product for preventing malaria;
and pre-clinical CD1 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.
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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.
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Contact:
Gary Foster Alison Taunton-Rigby Doug MacDougall
Antigenics Inc. Aquila Biopharmaceuticals, Inc. Feinstein Kean Healthcare
212-332-2074 508-766-2710 617-577-8110
[email protected] [email protected] [email protected]
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