UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest reported) August 21, 2000
Aquila Biopharmaceuticals, Inc.
(Exact name of registrant as specified in its chapter)
Delaware 000-12081 043307818
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
175 Crossing Boulevard, Framingham, MA 01702
(Address of principal executive office) (Zip Code)
Registrants telephone number, including area code
(508-628-0100)
_______________________________________________
Item 5. Other Events.
On August 21, 2000, Aquila Biopharmaceuticals,
Inc. announced that it has entered into a definitive
agreement for Antigenics, Inc. 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.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. Exhibit 99.1. Aquila Biopharmaceuticals,
Inc. press release dated August 21, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
AQUILA BIOPHARMACEUTICALS, INC.
Dated: August 22, 2000
By: /s/ Alison Taunton-Rigby
Alison Taunton-Rigby, Ph.D.
President and CEO
EXHIBIT 99.1
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 Taunton-Rigby
Aquila Biopharmaceuticals, Inc.
508-766-2710
[email protected]
Doug MacDougall
Feinstein Kean Healthcare
617-577-8110
[email protected]
