<PAGE>
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 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.
Set forth below is the text of certain slides used during discussions related to
the proposed merger transaction involving BioTransplant Incorporated and Eligix,
Inc.
<PAGE>
BIOTRANSPLANT
INCORPORATED [LOGO]
ELIGIX [LOGO]
IMPORTANT INFORMATION
Various remarks that will be made in this presentation today about management's
future expectations, plans and prospects, including statements about expected
clinical and regulatory milestones, market size and the strategic benefits of
the Eligix acquisition, constitute forward-looking statements. BioTransplant's
actual results may differ materially from those indicated by these
forward-looking statements as a result of various important factors, including
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 Annual
Report on Form 10-K under the heading "Risk Factors That May Affect Results"
which is on file with the SEC.
IMPORTANT INFORMATION
You are urged to read the proxy statement/prospectus relating to the Eligix
acquisition when it becomes available, because it will contain important
information. The proxy statement/prospectus will be filed with the SEC by
BioTransplant. You may obtain a free copy of the proxy statement/prospectus
(when available) and other documents filed by BioTransplant at the SEC's web
site at www.sec.gov. You may also obtain the proxy statement/prospectus and
these other documents 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 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 SEC with respect to the proposed merger.
<PAGE>
BIOTRANSPLANT AND ELIGIX
...joining to become the industry leader
in immune modulation for transplantation
therapy in cancer and other serious
diseases.
STRATEGIC FIT
-- Strengthens cell therapy franchise
-- Provides key components for AlloMune-TM-
-- Adds multiple late-stage products
-- Provides near term revenue stream
-- Broadens technology platform
-- Stregthens management team
-- Expands collaborative relationships
TERMS OF THE TRANSACTION
Consideration: -- 6.6 million BioTransplant shares
Pro Forma Ownership: -- Bio Transplant 66%; Eligix 34%
Accounting: -- Purchase
Board of Directors: -- Eligix to nominate 3 additional
directors, one of whom will be
Walter Ogier
Expected Time of Closing: -- Late Q1 2001
<PAGE>
COMBINED PRODUCT PORTFOLIO
[Bar Chart]
PRODUCT
-- MEDI-507
- Transplantation: Phase I/II
- Psoriasis: Phase I/II
-- AlloMune-TM-
BioTransplant
- Oncology: Phase I/II
- Solid Organ Transplant: Phase I
- Congenital Disorders: Research/Preclinical
- Autoimmune: Research/Preclinical
-- XenoMune-TM-: Research/Preclinical
-- B Cell-HDM: Phase III
-- T Cell-HDM: Phase III
-- PanT-HDM: Research/Preclinical
Eligix -- BrCa-HDM: Research/Preclinical
-- Neu/RBC-HDM: Research/Preclinical
-- ReacT-HDM: Research/Preclinical
-- AcTCell-HDM: Research/Preclinical
-- Leuko-HDM: Research/Preclinical
BIOTRANSPLANT
-- Founded in 1991
-- Located in Charlestown, MA
-- Two products in clinical trials (Medi-507; AlloMune-TM-)
-- Major collaborators
- Novartis
- Massachusetts General Hospital
- MedImmune
- Charles River Laboratories
OVERVIEW OF BIOTRANSPLANT'S TECHNOLOGY
-- Proprietary set of technologies to re-program the immune system
-- Allows long-term tolerance of donor cells, tissues and organs through
transplantation
-- Applications to a wide range of medical conditions
- Bone Marrow and Organ transplantation
- Cancers
- Autoimmune diseases
- Congenital hematological disorders
OVERVIEW OF ALLOMUNE-TM- SYSTEM
-- Integrated and proprietary set of components
-- Strong patent protection
-- Market research supports market acceptance
PROCEDURE CONDITION PATIENT CONDITION TRANSPLANT
THERAPEUTIC MEDi-507 Eligix HDM Device
AlloMune-TM- System
ADVANTAGES OF BIOTRANSPLANT'S TECHNOLOGY
-- Improve clinical outcomes in bone marrow transplantation for cancer and
other serious diseases
- More rapid recovery
- Reduced adverse effects
- Reduced relapse rates
- Superior survival and economics
-- Reduce or eliminate need for lifelong immunosuppressive therapy
- Reduced adverse side effects
- Reduced health care costs
<PAGE>
BIOTRANSPLANT ALLOMUNE-TM- PROGRAM
[GRAPHIC DEPICTING BIOTRANSPLANT'S BONE MARROW CHIMERISM PROCESS]
ALLOMUNE-TM- CANCER
<TABLE>
<S> <C>
Product: -- System to re-program immune defenses with bone marrow
transplants to better attack cancer cells
-- Encouraging pilot clinical data
Indications: -- Blood cell cancers
Market: -- $500 million
Next Milestone: -- Complete Phase I/II refractory lymphoma trial
-- Begin Phase II/III refractory lymphoma trial
-- Begin pilot trials for additional indications
Collaborator: -- None
</TABLE>
ALLOMUNE-TM- TRANSPLANT
<TABLE>
<S> <C>
Product: -- Re-programs the recipient's immune system to accept a
transplanted donor organ as "self" without chronic immunosuppression
Advantages: -- Improved quality of life, reduced costs, improved graft
acceptance
Indications: -- Organ transplant
Market: -- $500 million
Next Milestone: -- Initiate Phase I/II clinical trial to demonstrate
proof-of-concept in humans
Collaborator: -- None
</TABLE>
<PAGE>
MEDI-507 MONOCLONAL ANTIBODY
<TABLE>
<S> <C>
Product: -- Patented humanized monoclonal antibody exclusively licensed to
BioTransplant
-- Positive clinical results
Indications: -- Bone marrow transplant (GvHD), autoimmune disease, organ
transplant
Market: -- $350 million transplant market and much larger autoimmune market
Next Milestone: -- Complete Phase I/II psoriasis trials
-- Initiate Phase II psoriasis trial
Collaborator: -- MedImmune
</TABLE>
XENOMUNE-TM- SYSTEM
<TABLE>
<S> <C>
Product: -- Based on AlloMune-TM-Transplant, extended to enable acceptance of
miniature swine organs
Indication: -- Cross-species organ transplant
Market: -- $5 billion
Next Milestone: -- Initiate Novartis Joint Venture
Collaborators: -- Novartis, MGH, Charles River Laboratories
</TABLE>
BIOTRANSPLANT'S PRODUCT PIPELINE
<TABLE>
<CAPTION>
PRODUCT DEVELOPMENT STATUS COLLABORATOR
<S> <C> <C>
AlloMune-TM-
- Lymphoma Phase I/II None
- Kidney Transplantation Phase I None
- Other cancers Preclinical None
MEDI - 507
- Psoriasis Phase I/II MedImmune
- Transplantation Phase I/II MedImmune
XenoMune-TM-
- Animal to human Transplantation Preclinical Novartis Joint Venture
</TABLE>
<PAGE>
ELIGIX
-- Privately held; located in Medford, MA
-- Develops cell selection products essential to bone marrow and stem
cell transplantation
-- Core technologies originated from research at Coulter Corporation, in
collaboration with Harvard's Dana-Farber Cancer Institute, and Johns
Hopkins University
-- 2 products in Phase III with European sales in 2001
-- Technology platform applies to autologous and allogenic therapies
OVERVIEW OF ELIGIX TECHNOLOGY
-- High Density Micropartilces ("HDM") with monoclonal antibodies attached
to their surfaces
- Extremely selective to blood or tumor cells
-- HDM effectively removes unwanted cells
- Simple laboratory procedure
- CONSISTENT results of 99.99% or greater depletion
-- Portfolio of monoclonal antibodies
-- Applications to cancer, autoimmune diseases and transplantation.
ADVANTAGES OF ELIGIX TECHNOLOGY
-- Removes unwanted cells and leaves beneficial cells
-- Avoids loss of important ancillary cells
-- Better yield of stem cell subsets - 90%
-- Ability to deplete specific T Cell subsets
-- Better depletion of tumor cells - 99.99% + %
-- Avoidance of cell activation
<PAGE>
ROLE OF ELIGIX PRODUCTS IN ALLOMUNE-TM-
-- Provides key component for AlloMune-TM-
-- Minimizes graft versus host disease
- Avoids potentially lethal complications
- Expands transplant market
-- Provides standardized stem cell transplant procedure
- Provides more consistent clinical outcomes
- Enables more predictable and controlled healthcare costs
BCELL - HDM
<TABLE>
<S> <C>
Product: -- Removes malignant B-cells from bone marrow transplants
-- Superior performance versus alternative methods
Indications: -- Non Hodgkins Lymphoma, multiple myeloma, and other B-cell
cancers
Market: -- $250 million
Clinical Status: -- Phase III in Q1 2001
Expected Milestones -- CE Mark - Q1 2001; US Cost Recovery - Q1 2001
Collaborators: -- None
</TABLE>
BRCA - HDM
<TABLE>
<S> <C>
Product: -- Removes malignant breast cancer cells from
bone marrow transplants
Indications: -- Stage II and III ("high risk") breast cancers;
Stage IV ("early metastasis") breast cancer
Market: -- $500 million
Clinical Status: -- Preclinical development
Collaborators: -- None
</TABLE>
<PAGE>
TCELL - HDM
<TABLE>
<S> <C>
Product: -- Depletes undesirable T-cells from bone marrow
transplants and donor leukocyte infusions (DLI)
-- Very strong Phase I/II data in DLI
Indications: -- Most hematologic malignancies; most chemotherapy
responsive solid tumors
Market: -- $200 million
Clinical Status: -- Phase I/II completed; Phase III in 2001
Expected Milestones: -- CE Mark - Q3 2001; US Cost Recovery - Q2 2001
Collaborators: -- None
</TABLE>
PANT - HDM
<TABLE>
<S> <C>
Product: -- Depletes undesirable T (and B) cells from bone
marrow transplants and autoimmune cells from
autologous transplants
Indications: -- Most hematologic malignancies; most
chemotherapy responsive solid tumors; severe
autoimmune disease
Market: -- $400 million
Clinical Status: -- Preclinical development
Collaborators: -- None
</TABLE>
<PAGE>
PRO FORMA COLLABORATIVE RELATIONSHIPS
<TABLE>
<CAPTION>
BIOTRANSPLANT ELIGIX
<S> <C> <C>
Novartis Beckman-Coulter/Immunotech
CORPORATE
MedImmune
Charles River Laboratories
Stem Cell Sciences
Massachusetts General Hospital Harvard/Dana Farber
ACADEMIC
Alberta Research Council Johns Hopkins
Catholic University of Louvain
</TABLE>
SENIOR MANAGEMENT TEAM
-- Strong senior management team with extensive experience in immunology
and transplantation
-- Elliot Lebowitz, Chief Executive Officer
-- Walter C. Ogier, President & COO
-- Addition of broad commercial capabilities
FINANCIAL STATUS
1999 Revenues $9.5 million
1999 Expenses $18.1 million
1999 Net Loss ($8.7) million
Cash at end of Q3-2000 $19.4 million
<PAGE>
EXPECTED BIOTRANSPLANT MAJOR MILESTONES
PRODUCT EXPECTED EVENTS
AlloMune-TM- Begin Phase II/III in refractory lymphoma in H2-2001
MEDI-507 Begin Phase II psoriasis trials in Q1-2001
XenoMune-TM- Initiate Novartis JV in Q1-2001
EXPECTED ELIGIX MAJOR MILESTONES
<TABLE>
<CAPTION>
PRODUCT CE MARK US COST RECOVERY INITIATE PHASE III
<S> <C> <C> <C>
BCell-HDM Q1 2001 Q1 2001 H1 2001
TCell-HDM Q3 2001 Q2 2001 H2 2001
</TABLE>
PRECLINICAL DEVELOPMENT
PanT-HDM
BrCa-HDM
KEY INVESTMENT CONSIDERATIONS
-- Combined companies will become the leader in immune modulation for
transplantation therapies
-- Powerful and transforming proprietary technology platform addressing
large cancer and transplant markets
-- Phase III expected in 2001
-- Near term revenues expected in 2001
-- Stream of modular, high margin products
-- Major strategic collaborations
-- Strong management team with extensive immunology and transplantation
experience
