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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 is a transcript of the Company's Web cast held on December 11,
2000, relating to the proposed acquisition of Eligix, Inc.:
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PAT DIMOND:
Statements in this Web cast 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.
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.
DR. ELLIOT LEBOWITZ
PRESIDENT AND C.E.O., BIOTRANSPLANT, INCORPORATED
I am Dr. Elliot Lebowitz, President and CEO of BioTransplant, Incorporated.
Today, BioTransplant announced that it had signed a definitive agreement to
acquire Eligix, Inc. in a stock-for-stock merger. This transaction is a
significant strategic event for our Company.
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First, it signals a fundamental change in our direction of BioTransplant. We
will, going forward, concentrate on the further development and
commercialization of our proprietary AlloMune(TM) system to improve the outcome
of cell, tissue and organ transplantation for the treatment of cancers and other
life-threatening human diseases.
Second, the acquisition of Eligix' cell separation technology, as a necessary
component of the AlloMune system, allows us to advance toward completion of
this product, and its commercialization. Further, this acquisition also adds
two late-stage products in Phase III clinical trials, and several products in
earlier phases of development to BioTransplant's product pipeline. These
include for example, the B-cell HDM product and the T-cell HDM product, two
near-term products, and a product specifically aimed at separating
circulating breast cancer cells from transplants. Sales of Eligix' cell
separation products in Europe will also add revenues in 2001.
BioTransplant has been a pioneer in the use of antibody treatment and
transplantation to reeducate the body's immune responses to accept foreign cell,
tissue and organ grafts. BioTransplant has made great progress during 2000 with
the clinical development of the AlloMune system prototype in the treatment of
therapy-refractory blood cancers. We announced this progress at this year's
American Society of Hematology meeting early this month. The AlloMune system
incorporates a cell separation device to remove certain types of cells from the
transplant donor that may cause immediate, acute rejection of the graft itself,
and that attack the recipient's immune system. We acquired Eligix because it
provides this critical component of the AlloMune system, a cell separation
device, that we consider, after careful comparisons, to be the best such device
available.
Eligix products are particles with antibodies on their surfaces that allow
removal of unwanted cells from bone marrow (such as cancerous cells), or the
separation of desirable cells for therapeutic purposes. Eligix, and now
BioTransplant, has the best such devices because:
- They avoid the loss of important ancillary cells
- They produce much better stem cell yields
- They allow removal of specific T cell subsets, enabling therapy to be
tailored to specific situations
- They remove tumor cells, thereby potentially increasing survival
- They avoid stem cell activation, thereby avoiding graft-versus-host
disease
Our acquisition of Eligix will also immediately and significantly impact us
because apart from the late-stage products I previously mentioned, Eligix
products will add revenues to BioTransplant from European sales early in 2001.
The companies also have, apart from complementary technologies and expertise,
collaborative relationships that strengthen and enhance BioTransplant's research
capabilities. We also add, through this acquisition, a commercial
infrastructure, and a European as well as US presence for our AlloMune system
technology.
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We believe, that through our acquisition of Eligix, that we have positioned
BioTransplant as the leader in immune modulation therapy for the treatment of
serious diseases.
WALTER OGIER, PRESIDENT AND CEO OF ELIGIX
Good morning also. I am Walter Ogier, President and CEO of Eligix, Inc. Let me
first indicate that I concur with the strong points that Elliot Lebowitz has
made this morning. Eligix views the planned business combination with
BioTransplant as an ideal partnership, bringing together under a single
management group technologies with evident potential to provide strong business,
operational and therapeutic synergies across several large, critical areas of
medicine -- including both hematologic and solid tumor cancers, autoimmune
diseases, and solid organ and tissue transplantation.
The opportunity for the combined companies to 1) achieve early revenues and
market positioning, 2) to reduce overall business risk via a greatly broadened
portfolio of therapeutic technologies, and 3) to address considerably broader
market opportunities across a common customer base in transplantation and immune
therapy has been particularly motivating for me personally and for the Eligix
Board and management team.
I think we are going to have a lot of fun and will be very successful in our
efforts as a combined organization. The good will and spirit of the business
combination has been evident from the beginning of our discussions. Maybe the
best harbingers of the success of the BioTransplant/Eligix business combination
are the strongly evident common values and goals that we share as organizations.
LEE NADLER OF THE DANA FARBER CANCER INSTITUTE:
"It is very evident from my attendance of the American Society of Hematology
Annual Meeting last week in San Francisco that the world critically needs the
Eligix' technology to deal with current limitations to treating cancer by cell
therapy and stem cell transplantation.
"I have believed for many years that purging of malignant cells in non-Hodgkins
lymphoma and other diseases results in better patient outcomes. We have
heretofore not had available to us effective technology for purging that did not
pose compromises for patients.
We are entering a new era for transplanting new immune systems into patients in
order to achieve normalization of immune response and cure of incurable
diseases. But immune rejection remains a major limitation to these approaches
one that the combination of Eligix' HDM technology and BioTransplant's AlloMune
technology has great potential to overcome.
"These observations are not mine alone; I have had the opportunity to speak with
numerous leading practitioners in the hematology/oncology field in the context
of focus
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groups and other interactions with regard to Eligix, and it is evident to me
that my colleagues share my enthusiasm for the impact that Eligix' technologies
should have in advancing favorable therapeutic outcomes in hematologic and solid
tumor cancers, as well as in enabling effective treatments for autoimmune
diseases and other diseases potentially well treated by transplantation."
QUESTION: JEFFREY BERG/MH MEYERSON
Good morning gentlemen, this sounds like an exciting development. I didn't get a
news release faxed, I hope I do get a copy at some point. All I got was a notice
on e-mail. But where is Eligix located. Do they have any cash of their own, and
what's their financial status?
ANSWER: DR. ELLIOT LEBOWITZ:
I can turn this over to Walter Ogier who will describe the close geographical
proximity between our two companies, which certainly will facilitate this
joint venture together. And also, perhaps Walter, you might want to comment
on the cash position of Eligix at this point is related to its being a
private company, of our two organizations.
ANSWER: MR. WALTER OGIER:
Sure. We are located in Medford Massachusetts, which is a close suburb of
Boston, about a 15 minutes drive from the facility here in Charlestown, that is
a positive aspect, I think, of the business combination. While it is never easy
to work across two different facilities, we at least have a fighting chance of
making that work very well. And, we are going to be retaining the manufacturing
facility, the clean room, that we already have in Medford, but combining much of
the administrative and other functions of the company together here in
Charlestown.
QUESTION: JEFFREY BERG:
I was asking about the cash position. Can you comment on the cash position?
ANSWER: MR. WALTER OGIER:
I'd be happy to. The ongoing cash flow requirement of the combined company was a
key consideration in both companies' due diligence and thinking. We collectively
believe we are in a good position to be able to fund the R&D efforts, bringing
together both BioTransplant's and Eligix' products, and bringing them to market.
The revenues expected from Eligix' products will contribute a positive cash
flow, we believe, early in the relationship, and we will be of course be
considering and exploring various financing options and opportunities during the
coming year.
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QUESTION: VANDANA BAPNA/OFFUT SECURITIES
Hello. Congratulations. This seems to be a very interesting and strategically
useful combination. I just wanted to find out - you mentioned collaborative
relationships that Eligix has. Can you please elaborate on that?
ANSWER: DR. ELLIOT LEBOWITZ:
Certainly. Let me start and then Walter can elaborate. As you know, Vandana,
BioTransplant has been a very outwardly looking company, with collaborative
relationships all over the world, including a very strong one here in Boston
with Massachusetts General Hospital.
The Eligix group, interestingly enough, has had their lead collaboration with
the Dana Farber Cancer Institute, as Walter mentioned, and we see that the
collaborative relationships both in research, in development and in clinical
applications to be greatly strengthened by bringing in leading institutions from
both companies in joint effort. And Walter, you might want to talk a little bit
about Eligix' collaboration.
ANSWER: MR. WALTER OGIER:
Sure. Eligix is really in many ways the outgrowth of the early collaboration
between Dana Farber Cancer Institute and the Coulter Corporation, where our
technology was developed and initially patented in the late 1980s and early
1990's. We benefited from a longstanding relationship with them.
Over the last three years, as an independent operation we have established a
number of broadened relationships in research beyond the Dana Farber. We have a
very strong research relationship with Johns Hopkins University surrounding our
AcT-cell technology which we probably don't have time to go into in detail this
morning, but it is a promising long-term opportunity.
We have relationships with something like twenty clinical sites now in the
U.S. where we are preparing to begin our pivotal clinical trials around this
country, and a similar number of institutions. In Europe now where we have
actually been placing instruments for pre-clinical evaluation and expect
clinical trials to be starting in Europe very, very shortly and where we
expect to be selling product into customer relationships very shortly.
I think that there is obviously a very broad outreach here that we have made in
the last several years as we prepare for commercialization and for pivotal
trials I think that to underscore the benefits of being able to work closely
between the Dana Farber and their excellent group which has really focused on
clinical practices and transplantation in cancer therapy, the Johns Hopkins
University which, in our case, is responsible for a little more basic research
relationship, and with the existing relationships that I am sure you are aware
of from BioTransplant, we are bringing together really the best in
transplantation biology, as I see it.
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QUESTION: VANDANA BAPNA
Also, you mentioned a little bit about your two products that are in late phase
III trials that was mentioned during the conference call--- what are those
products?
ANSWER: MR. WALTER OGIER:
Yes, they are not yet in phase III trials. The product that is likely to be
reaching phase III first should do so very shortly, we expect early in 2001.
That is a B-cell HDM product. HDM stands for high density microparticles that
are coated with anti B-cell monoclonal antibodies and they are very efficient
and effective in preclincial data in normal volunteer studies and our pilot
trial for pulling out pulling out high levels -99.9% and more B- cells from
an autologous stem cell transplant.
Non- hodgkins lymphoma is the largest single transplant indication in the world
today, by my understanding, and autologous transplant is the preferred way to
treat that disease, actually, in terms of numbers of patients. So, this is the
largest single market opportunity within the field of transplantation of stem
cells.
Our product is entering into phase III trial or should be shortly, with final
confirmation from the FDA, that we expect to lead to an expeditious path towards
market approval here in the United States.
If you like, I could address the T-cell HDM product, which I think was the
second part of the question from before?
The T-cell HDM product is designed to take out T-cells from stem cell
transplants and donor leukocyte infusions that contribute to immune rejection.
And, we have considerable favorable data from our own pilot trials and from
trials of related home--made type of approaches previously, that show we can be
very effective in reducing graft versus host disease while maintaining a very
positive anti-cancer response in the field of allogenic stem cell transplants.
That product in particular is strongly synergistic with the whole allomune
program, and with the whole market focus that BioTransplant has developed over
the years.
