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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 425
FILED BY CREATIVE BIOMOLECULES, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANY: CURIS, INC.
COMMISSION FILE NO.: 0-19910
Date of Report: March 1, 2000
The statements in this press 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, required stockholder
approvals and other risks and uncertainties associated with the biotechnology
industry and merger transactions generally. For additional factors that could
cause actual results to differ materially, please refer to the risk factors
section of Creative BioMolecules, Inc.'s Form 10K for the year ended 1998.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION TRANSACTION REFERENCED
IN THE FOREGOING INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. SUCH JOINT PROXY STATEMENT/PROSPECTUS WILL BE FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION BY CURIS, INC. INVESTORS AND SECURITY MAY
OBTAIN A FREE COPY OF THE JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) 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 CREATIVE BIOMOLECULES, INC., ONTOGENY, INC. AND
REPROGENESIS, INC.
March 1, 2000 Press Release - Creative BioMolecules Reports 1999 Year-End
Results
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CONTACT: Karla MacDonald
Manager, Corporate Communications
Creative BioMolecules, Inc.
(617) 912-2953
Steven L. Basta
V.P., Finance and Business
Development
Creative BioMolecules, Inc.
(617) 912-2950
FOR IMMEDIATE RELEASE
CREATIVE BIOMOLECULES REPORTS 1999 YEAR-END RESULTS
On February 15, 2000, Creative BioMolecules, Inc. announced a merger with
Ontogeny, Inc. and Reprogenesis, Inc. to Form Curis, Inc.
HOPKINTON, MA, MARCH 1, 2000--Creative BioMolecules, Inc. (Nasdaq: CBMI) today
announced financial results for the year ended December 31, 1999. The Company
reported revenues of $5,138,000 and expenses of $17,248,000 for the full year,
resulting in a net loss of $12,110,000, or $0.40 per share to common
shareholders. The comparable figures for the year ended December 31, 1998 were
revenues of $12,625,000 and expenses of $34,020,000 resulting in a net loss of
$21,395,000, or $0.66 per share. For the fourth quarter 1999, the net loss per
share was $0.10 as compared with $0.15 per share for the fourth quarter 1998.
Creative BioMolecules ended 1999 with approximately $21.4 million in cash and
marketable securities.
On February 15, 2000, Creative BioMolecules announced that it will merge with
Ontogeny, Inc. and Reprogenesis, Inc. to form a new public company named Curis,
Inc. The combination of these companies will create a leader in the emerging
field of regenerative medicine. Under the terms of the merger, which is subject
to shareholder and regulatory approval, Creative BioMolecules' shareholders will
receive three Curis shares for every ten shares of Creative BioMolecules.
Following completion of the transaction, Creative BioMolecules' shareholders
will hold approximately 43%, Ontogeny's shareholders will hold approximately 38%
and Reprogenesis' shareholders will hold approximately 19% of Curis. The merger
is expected to close in June 2000.
Curis, Inc. will be a leader in the emerging field of regenerative medicine.
Formed by the merger of three Boston area biotechnology companies, Creative
BioMolecules, Inc., Ontogeny, Inc. and Reprogenesis, Inc., Curis will combine
insight gained through the study of developmental biology with high-throughput
screening capabilities, proteins, cells and biocompatible materials to enable
the development of new regenerative medicine therapies. Curis' pipeline will
include: 1) a product which is currently under regulatory review in the United
States, Europe and Australia; 2) multiple products in late-stage clinical
development; 3) numerous early clinical and late-stage preclinical products; and
4) a discovery engine that combines functional genomics and developmental
biology across multiple medical indications. These products have the potential
to change the way degenerative disease, cancer and other disorders associated
with loss of function
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are treated. Curis will be a publicly held company located in Cambridge,
Massachusetts. For more information, please visit the Curis web site at
http://www.curisinc.com.
DISCUSSION OF CREATIVE BIOMOLECULES, INC.'S YEAR-END RESULTS
Revenues generated during the fourth quarter of 1999 resulted primarily from
research funding in support of the development of a therapy to treat renal
failure and from interest income. The Company's research and development
expenses during this period included costs associated with the development of
therapies to treat renal failure, stroke and other indications. The decrease in
revenues and expenses during 1999 as compared with 1998 result primarily from
the November 1998 sale of certain of the Company's OP-1 manufacturing rights and
assets to Stryker Corporation for increased royalties on commercial product
sales. During 1998, Creative BioMolecules operated a commercial-scale
manufacturing facility and received revenue from Stryker for supply of OP-1.
Costs associated with the manufacturing facility were recorded as research and
development expenses.
Creative BioMolecules, Inc. is a biopharmaceutical company focused on the
development of therapies for human tissue regeneration. The Company's core
technologies are based on our understanding of the role that morphogenic
proteins play in human biology. These proteins are involved in the initiation
and regulation of the cellular events responsible for the formation of human
tissues and organs. The first product resulting from Creative BioMolecules'
technology, the OP-1 Implant(TM) for orthopaedic reconstruction, is licensed to
Stryker Corporation and has been submitted for marketing approval in the United
States, Europe and Australia. For more information on Creative BioMolecules,
please visit our web site at http://www.creativebio.com.
The statements in this press 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, required stockholder
approvals and other risks and uncertainties associated with the biotechnology
industry and merger transactions generally. For additional factors that could
cause actual results to differ materially, please refer to the risk factors
section of Creative BioMolecules, Inc.'s Form 10K for the year ended 1998.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION TRANSACTION REFERENCED
IN THE FOREGOING INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. SUCH JOINT PROXY STATEMENT/PROSPECTUS WILL BE FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION BY CURIS, INC. INVESTORS AND SECURITY
HOLDERS MAY OBTAIN A FREE COPY OF THE JOINT PROXY STATEMENT/PROSPECTUS (WHEN
AVAILABLE) 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 CREATIVE BIOMOLECULES, INC., ONTOGENY, INC.
AND REPROGENESIS, INC.
(more)
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CREATIVE BIOMOLECULES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
------------------ -------------------
12/31/99 12/31/98 12/31/99 12/31/98
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUE:
Research and development contracts $ 753,700 $ 3,418,118 $ 3,159,460 $ 10,419,071
License fees and royalties 38,800 10,000 52,400 10,000
Interest 322,113 658,710 1,924,313 2,183,472
Other 0 12,391 1,777 12,391
------------ ------------ ------------ ------------
Total revenues 1,114,613 4,099,219 5,137,950 12,624,934
------------ ------------ ------------ ------------
COSTS AND EXPENSES:
Research and development 2,403,277 5,921,284 10,434,560 24,856,147
General and administrative 1,887,143 1,439,582 6,396,094 7,474,372
1999 Reorganization and 1998 sale of
manufacturing operations 255,701 1,362,249 255,701 1,362,249
Interest 46,605 67,911 161,385 327,304
------------ ------------ ------------ ------------
Total costs and expenses 4,592,726 8,791,026 17,247,740 34,020,072
------------ ------------ ------------ ------------
NET LOSS (3,478,113) (4,691,807) (12,109,790) (21,395,138)
ACCRETION AND REPURCHASE COSTS
ON SERIES 1998/A PREFERRED STOCK 0 (412,331) (2,395,559) (986,587)
------------ ------------ ------------ ------------
NET LOSS APPLICABLE TO COMMON
STOCKHOLDERS ($ 3,478,113) ($ 5,104,138) ($14,505,349) ($22,381,725)
============ ============ ============ ============
BASIC AND DILUTED LOSS PER COMMON SHARE ($ 0.10) ($ 0.15) ($ 0.40) ($ 0.66)
============ ============ ============ ============
SHARES FOR BASIC AND DILUTED 36,226,839 34,111,389 36,665,115 33,672,105
============ ============ ============ ============
</TABLE>
BALANCE SHEET DATA
<TABLE>
<CAPTION>
12/31/99
--------
<S> <C>
Cash, Cash Equivalents and Marketable Securities $21,370,585
Total Assets $28,892,291
Total Stockholders' Equity $23,421,586
</TABLE>
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