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Filed by CeNeS Pharmaceuticals plc pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Cambridge NeuroScience, Inc.
Subject Company Exchange Act File No.: 0-19193
Registration Statement No.: 333-12270
FOR IMMEDIATE RELEASE 8 December 2000
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN
CENES PHARMACEUTICALS PLC ("CENES")
PROPOSED ACQUISITION OF CAMBRIDGE NEUROSCIENCE INC. ("CNSI")
RESULT OF EXTRAORDINARY GENERAL MEETING
Following the issue of the Listing Particulars and circular to CeNeS
shareholders dated 15 November 2000, in relation to the proposed acquisition of
CNSI, the board of CeNeS announces that all resolutions proposed at the
Extraordinary General Meeting of CeNeS held earlier today, including the
resolution to approve the Acquisition, were passed by CeNeS Shareholders.
Completion of the Acquisition remains conditional, amongst other things, upon
CNSI Stockholder approval which is expected to be given at the CNSI Special
Meeting to be held on Friday, 15 December 2000.
PRESS ENQUIRIES:
CENES + 44 (0)1223 266 466
Daniel Roach, Chief Executive
ROTHSCHILD + 44 (0)20 7280 5000
Tony Stuart
Lynn Drummond
HOLBORN PUBLIC RELATIONS + 44 (0)20 7929 5599
John Bick
This announcement is made in the United Kingdom and does not constitute an offer
or invitation to purchase any securities.
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The issue of this announcement has been approved by the directors of CeNeS who
accept responsibility for the information contained in it. This announcement has
been approved for the purposes of section 57 of the Financial Services Act 1986
by Rothschild, which is regulated in the UK by The Securities and Futures
Authority Limited, and is acting for CeNeS and no one else in connection with
the Acquisition and will not be responsible to anyone other than CeNeS for
providing the protections afforded to customers of Rothschild nor for providing
advice in relation to the Acquisition.
A registration statement relating to the CeNeS shares offered in the Acquisition
has been filed with the US Securities and Exchange Commission. Investors and
security holders are advised to read the prospectus regarding the business
combination transaction referenced in the foregoing information, because it
contains important information. That prospectus was filed with the US Securities
and Exchange Commission by CeNeS. CNSI currently files, and CeNeS anticipates
that it will file, annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information filed by CNSI or CeNeS at the SEC's public reference rooms in
Washington, DC, New York, New York and Chicago, Illinois. Please call the SEC at
+1 800-SEC-0330 for further information on the public reference rooms. Filings
are also available to the public from commercial document retrieval services and
at the web site maintained by the SEC at "http://www.sec.gov". US investors may
obtain a free copy of the proxy statement/prospectus and other documents filed
by CeNeS by directing such request to CeNeS Pharmaceuticals plc, Compass House,
Vision Park, Chivers Way, Histon, Cambridge CB4 9ZR, United Kingdom. Attention:
Company Secretary. Telephone +44 (0)122-326-6466.
Although not directed to persons in the United States, the following statement
is made in accordance with the US Private Securities Litigation Act of 1995.
This press release contains forward-looking statements concerning future
matters, such as the features as well as the functions of, and markets for,
products and services offered by CeNeS and CNSI and business plans and
strategies. These forward-looking statements also include statements concerning
the advantages of the proposed Acquisition; the products and services to be
offered by the Enlarged Group; the benefits of the Acquisition with regard to
CeNeS; and other statements regarding matters that are not historical.
Forward-looking statements are subject to risks and uncertainties, and actual
results might differ materially from the results discussed in the
forward-looking statements. For example, there can be no assurance that any of
the expected advantages of the Acquisition will be realised. Factors that could
cause or contribute to differences in results include: risks associated with
integration of the operations of CeNeS and CNSI; the effect on the Enlarged
Group of the failure to realise the anticipated benefits of the Acquisition;
general conditions in the businesses of the companies, particularly the success
of existing clinical trials; competitive factors in the industry.
