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Filed by BioTransplant Incorporated
Pursuant to Rule 425 under the Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Eligix, Inc.
Commission File No.: 000-28324
Statements in this filing regarding the benefits of the BioTransplant/Eligix
merger, including future financial and operating results, timing of the closing
of the merger, and the benefits of the merger, are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These statements are based on management's
current expectations or beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The following important factors,
among others, could cause actual results to differ materially from those
described in the forward-looking statements: failure of BioTransplant's or
Eligix' stockholders to approve the merger; costs related to the merger; the
difficulty the market may have in valuing the BioTransplant/Eligix business
model; the risk that BioTransplant's and Eligix' businesses will not be
integrated successfully; the failure of the combined business to realize
anticipated benefits of the merger; and other economic, business, competitive
and/or regulatory factors affecting BioTransplant's business generally,
including those factors set forth in BioTransplant's filings with the
Commission, including its most recent Annual Report on Form 10-K. BioTransplant
is under no obligation to, and expressly disclaims any obligation to, update or
alter its forward-looking statements, whether as a result of new information,
future events or otherwise.
Investors and stockholders are urged to read the proxy statement/prospectus,
which will be filed with the Securities and Exchange Commission by
BioTransplant, because it will contain important information. The proxy
statement/prospectus (when it is available) will be sent to stockholders of
BioTransplant seeking their approval of the proposed transaction. A free copy of
the proxy statement/prospectus (when it is available) and other documents filed
by BioTransplant with the Commission are available for free at the Commission's
web site at www.sec.gov. BioTransplant stockholders may also obtain the proxy
statement/prospectus and these other documents without charge by directing a
request to: BioTransplant Incorporated, Attention: Richard Capasso, Building 75,
Third Avenue, Charlestown Navy Yard, Charlestown, MA 02129, telephone (617)
241-5200. BioTransplant and its directors, executive officers, employees and
certain other persons may be deemed to be participants in the solicitation of
proxies from BioTransplant's stockholders to approve the proposed
BioTransplant/Eligix merger. Such individuals may have interests in the merger,
including as a result of holding options or shares of the companies. A detailed
list of the names, affiliations and interests of the participants in the
solicitation will be contained in BioTransplant's proxy statement/prospectus
contained in its registration statement to be filed with the Commission with
respect to the proposed merger.
The following press release was issued on December 11, 2000:
BIOTRANSPLANT SIGNS DEFINITIVE AGREEMENT TO ACQUIRE ELIGIX
Charlestown, MA, December 11, 2000 - BioTransplant Incorporated (NASDAQ:
BTRN) announced today that it has agreed to acquire Eligix, Inc., a privately
held biomedical device company located in Medford, MA, in a stock-for-stock
merger. The move supports BioTransplant's strategic vision to become the
leading company in cell, tissue and organ transplantation. A conference call
to discuss today's news will be webcast live today at 9:00 a.m. EST/2:00 p.m.
GMT (details below).
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Under the terms of the merger agreement, BioTransplant plans to issue 6.6
million shares of its common stock to the holders of shares of capital stock of
Eligix. The transaction is subject to stockholder approval and customary closing
conditions, and is expected to close in late Q1 2001.
There is a significant strategic fit between the two companies that will help
to position BioTransplant as an industry leader in immune modulation therapy
for transplantation in cancer and other serious diseases. BioTransplant's
AlloMune(TM) System will benefit from Eligix' device, enabling BioTransplant
to offer, along with its MEDI-507 antibody, a comprehensive approach to
increase the safety and efficacy of transplantation for cancer and other
diseases. The addition of Eligix also adds at least one and possibly two late
stage pipeline products which are expected to enter Phase III clinical trials
in 2001, and several additional product candidates in earlier phases of
development that will expand BioTransplant's current product pipeline.
Eligix' products are also expected to add near term European revenues in
2001. The two companies also have complementary technologies, scientific
expertise and collaborative relationships as well as complementary management
teams that will significantly strengthen BioTransplant's research and
development platform, and its commercial infrastructure.
Elliot Lebowitz, Ph.D., BioTransplant's President and Chief Executive Officer,
said, "With our acquisition of Eligix and its HDM (high density microparticle)
cell separation devices, we drive toward the commercialization of our
AlloMune(TM) System. We have made great strides in the clinic this year toward
the full development of this system in the treatment of blood cancers, as we
recently reported at the American Society of Hematology meeting. The combination
of the MEDI-507 antibody and the Eligix device, will provide a comprehensive
system to increase the safety and efficacy of transplantation for cancer and
other applications, including organ transplantation, hematological disorders and
autoimmune diseases. We believe that Eligix technology offers potential
performance and outcome advantages over all currently marketed cell separation
devices."
BioTransplant's AlloMune System is currently under clinical evaluation for
therapy-refractory lymphoma and kidney transplantation, with potential
applications in other types of cancer and autoimmune diseases. Studies have
demonstrated that by allowing allogeneic (non-self) transplantation of donor
bone marrow, the AlloMune System for cancer applications permits introduction of
healthy donor cells that can more aggressively attack tumor cells than the
patient's own immune cells. Studies have also shown that the AlloMune System
reduces the need for immunosuppressive drug therapy.
Dr. Lebowitz continued, "the Eligix acquisition also broadens BioTransplant's
strategic direction beyond organ transplantation to the development of
proprietary technologies for the treatment of cancer, hematologic, autoimmune
and other disorders. We are expanding our pipeline with near and long term
products, working in the same field with complementary technologies. We also
expect BioTransplant to realize revenues in Europe in 2001 from sales of Eligix'
cell separation devices."
Walter C. Ogier, Eligix' President and Chief Executive Officer, commented,
"Optimal disease outcomes in cancer will increasingly depend upon combined
treatments to attack cancer directly and through the enhancement of the
patient's immune response. Eligix' technology addresses major existing
therapeutic opportunities in allogenic, as well as autologous bone marrow
transplantation, thereby providing substantially broadened market focus for
the combined companies. Further, we believe that our HDM technology in
combination with BioTransplant's AlloMune System should facilitate new,
potentially more effective approaches to transplantation, thereby further
reducing the risks involved in conventional transplant therapies, as well as
enabling successful transplants between tissue mismatched donors and
patients."
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Lazard is acting as financial advisor to BioTransplant and Pacific Growth
Equities, Inc. is acting as financial advisor to Eligix in this transaction.
Eligix, Inc. is a privately held biomedical company engaged in the
development of cellular transplantation and immune therapies to enhance human
immune response to cancers and infectious diseases, reduce the risk of
infection and hypersensitivity reactions in blood transfusions and to achieve
immune tolerance in organ transplant and autoimmune disorders. The Company's
core technologies originated as a result of research at Coulter Corporation,
in collaboration with physicians at Harvard University's Dana-Farber Cancer
Institute, and Johns Hopkins University.
Eligix' products under development are high-density microparticles (HDM) with
monoclonal antibodies on their surfaces. These antibodies attach with high
specificity to target blood or tumor cells. The particles, when mixed with
donor or patient peripheral blood or bone marrow cells, circulate rapidly
through the cell suspension and attach to their target cells. The particles
settle by gravity with their targeted cells, effectively removing unwanted
cells, or capturing desired cells for therapeutic purposes. Processing of
blood or marrow with HDM can be performed in a simple, brief laboratory
procedure with consistent results of 99.99% or greater depletion of target
cells. Eligix is seeking to commence Phase III clinical trials in the U.S.,
and to obtain CE Mark approval in Europe, for its lead products, BCell-HDM
and TCell-HDM. BCell-HDM is targeted for purging of malignant B cells from
autologous stem cell transplants from lymphoma, myeloma and certain
leukemias; TCell-HDM is targeted for depletion of graft versus host
disease-causing cells from therapeutic donor leukocyte infusions.
BioTransplant Incorporated utilizes its proprietary technologies under
development to re-educate the body's immune responses to allow tolerance of
foreign cells, tissues and organs. Based on this technology, the Company is
developing a portfolio of products for application in a range of medical
conditions, including organ and tissue transplantation, and treatment of cancer
and autoimmune diseases, for which current therapies are inadequate.
BioTransplant's products under development are intended to induce long-term
functional transplantation tolerance in humans, increase the therapeutic benefit
of bone marrow transplants, and reduce or eliminate the need for lifelong
immunosuppressive therapy.
WEBCAST INFORMATION
BioTransplant Incorporated (NASDAQ: BTRN) will host a Web cast to discuss
today's announcement of the signing of the definitive agreement to acquire
Eligix, Inc. The call will be broadcast live over the Internet today, Monday,
December 11th, at 9:00 A.M. EST/ 2:00 P.M. GMT. Participating members of
senior management include Dr. Elliot Lebowitz, President and Chief Executive
Officer of BioTransplant and Walter Ogier, President and Chief Executive
Officer of Eligix. BioTransplant will discuss the strategic importance of
this acquisition. A question-and-answer session will immediately follow
management's discussion. To listen to the live webcast, go to the web site,
www.videonewswire.com/BIOTRANSPLANT/121100/
OTHER IMPORTANT INFORMATION:
Statements in this release regarding the benefits of the BioTransplant/Eligix
merger, including future financial and operating results, timing of the closing
of the merger, and the benefits of the merger, are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
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<PAGE>
Litigation Reform Act of 1995. These statements are based on management's
current expectations or beliefs and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The following important factors,
among others, could cause actual results to differ materially from those
described in the forward-looking statements: failure of BioTransplant's or
Eligix' stockholders to approve the merger; costs related to the merger; the
difficulty the market may have in valuing the BioTransplant/Eligix business
model; the risk that BioTransplant's and Eligix' businesses will not be
integrated successfully; the failure of the combined business to realize
anticipated benefits of the merger; and other economic, business, competitive
and/or regulatory factors affecting BioTransplant's business generally,
including those factors set forth in BioTransplant's filings with the
Commission, including its most recent Annual Report on Form 10-K. BioTransplant
is under no obligation to, and expressly disclaims any obligation to, update or
alter its forward-looking statements, whether as a result of new information,
future events or otherwise.
Investors and stockholders are urged to read the proxy statement/prospectus,
which will be filed with the Securities and Exchange Commission by
BioTransplant, because it will contain important information. The proxy
statement/prospectus (when it is available) will be sent to stockholders of
BioTransplant seeking their approval of the proposed transaction. A free copy of
the proxy statement/prospectus (when it is available) and other documents filed
by BioTransplant with the Commission are available for free at the Commission's
web site at www.sec.gov. BioTransplant stockholders may also obtain the proxy
statement/prospectus and these other documents without charge by directing a
request to: BioTransplant Incorporated, Attention: Richard Capasso, Building 75,
Third Avenue, Charlestown Navy Yard, Charlestown, MA 02129, telephone (617)
241-5200. BioTransplant and its directors, executive officers, employees and
certain other persons may be deemed to be participants in the solicitation of
proxies from BioTransplant's stockholders to approve the proposed
BioTransplant/Eligix merger. Such individuals may have interests in the merger,
including as a result of holding options or shares of the companies. A detailed
list of the names, affiliations and interests of the participants in the
solicitation will be contained in BioTransplant's proxy statement/prospectus
contained in its registration statement to be filed with the Commission with
respect to the proposed merger.
- BioTransplant Incorporated
- Elliot Lebowitz, Ph.D.
- President and CEO
- 617-241-5200
- Noonan/Russo Communications, Inc.
- Patricia F. Dimond, Ph.D. (Investor) ext. 245
- Patreek Patnaik, (Media) ext. 273
- 212-696-4455
- e-mail: [email protected]
- Eligix, Inc.
- Walter C. Ogier
- President and CEO
- 781-870-4601
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