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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): MAY 10, 1999
ORAVAX, INC.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<CAPTION>
DELAWARE 0-26034 04-3085209
<S> <C> <C>
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
</TABLE>
<TABLE>
<CAPTION>
38 Sidney Street, CAMBRIDGE, MASSACHUSETTS 02139
<S> <C>
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
(617) 494-1339
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 11, 1999, OraVax, Inc. (the "Registrant" or the "Company") completed
the merger with Peptide Therapeutics Group plc ("Peptide") after it obtained
stockholder approval at a Special Meeting held on May 10, 1999. The acquisition
was structured as a merger of a newly formed, wholly-owned subsidiary of Peptide
with and into the Company, pursuant to a Restated Agreement and Plan of
Acquisition, as amended, among the Company, Peptide and Peach Acquisition
Corp., dated as of November 10, 1998 (the "Agreement").
As consideration for the merger, the Company's stockholders received
10,141,617 ordinary shares of Peptide stock in exchange for each share of the
Company's common stock, $0.001 par value, with a total value of approximately
$17,008,506 million. The number of Peptide ordinary shares issued to the
stockholders of the Company was based on an exchange ratio of 0.50913 per share
equal to the average closing price of the Peptide ordinary shares on the London
Stock Exchange for the ten trading days beginning April 23, 1999 and ending on
May 6, 1999. Cash is payable in lieu of any fractional shares of the Company's
common stock issuable in the merger for a price equal to the fraction times
$1.6771.
In addition, options and warrants to purchase the Company's Common Stock
that were outstanding on the closing date, automatically converted into options
and warrants, respectively, to purchase Peptide ordinary shares, subject the
same exchange ratio.
The assets acquired by Peptide in the merger include the Company's vaccines
and antibody products against HELICOBACTER PYLORI (H. PYLORI), CLOSTRIDIUM
DIFFICILE and the ChimeriVax-TM- family of single-dose, live-attenuated viral
vaccines which includes vaccines against Japanese encephalitis, dengue, tick
borne encephalitis and hepatitis C. The Company will operate as a wholly-owned
subsidiary of Peptide.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
In connection with the acquisition, all of the members of the Company's
Board of Directors, consisting of Lance K. Gordon, Andre L. Lamotte, Douglas
MacMaster and Allen Misher, resigned, effective as of May 11, 1999, at a Special
Meeting of Stockholders held on May 10, 1999. The resigning directors did not
have any disagreements with the Company on any matter relating to the Company's
operations, policies or practices.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Incorporated by reference to the Registration Statement on
Form F-4 of Peptide Therapeutics Group plc (Commission File
No. 333-72077).
(b) PRO FORMA FINANCIAL INFORMATION.
Incorporated by reference to the Registration Statement on
Form F-4 of Peptide Therapeutics Group plc (Commission File
No. 333-72077).
(c) EXHIBITS:
2.1 Restated Agreement and Plan of Merger among OraVax,
Inc., Peptide Therapeutics Group PLC and Peach
Acquisition Corp., dated November 10, 1998.
Incorporated by reference to the Registration
Statement on Form F-4 of Peptide Therapeutics Group
plc (Commission File No. 333-72077).
99.1 Press release, dated May 11, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 11, 1999 ORAVAX, INC.
By:/s/ Brigid A. Makes
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Brigid A. Makes
Vice President, Finance
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
2.1 Restated Agreement and Plan of Merger among OraVax, Inc.,
Peptide Therapeutics Group PLC and Peach Acquisition Corp.,
dated November 10, 1998. Incorporated by reference to the
Registration Statement on Form F-4 of Peptide Therapeutics
Group plc (Commission File No. 333-72077).
99.1 Press release, dated May 11, 1999 announcing completion of the
merger.
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EXHIBIT 99.1
ORAVAX, INC. COMPLETES MERGER WITH PEPTIDE THERAPEUTICS GROUP
PLC
- ORAVAX SHAREHOLDERS TO RECEIVE PEPTIDE SHARES -
CAMBRIDGE, MA, MAY 11, 1999 - OraVax, Inc., (OTC: BB ORVX) a Cambridge,
Massachusetts biopharmaceutical company, announced today that the holders of its
outstanding common stock voted to approve its acquisition by Cambridge, England
based Peptide Therapeutics Group plc (LSE: PTE) at a special meeting held on May
10, 1999. The acquisition is effective today.
The total consideration for the acquisition is $20.0 million, with approximately
$3.0 million in cash paid by Peptide to acquire the Convertible Preferred Stock
and certain other securities of OraVax, and $17.0 million of Peptide ordinary
shares distributed to OraVax common shareholders. Under the terms of the
acquisition agreement, 10,141,617 ordinary shares of Peptide will be issued to
OraVax shareholders, or 0.50913 shares of Peptide stock for each common share of
OraVax. The shares will be traded on the London Stock Exchange. The number of
shares was determined by reference to a Peptide share price of 103.65p - the
average closing price over the ten trading days ending on the third trading day
prior to completion. This was converted to US dollars by reference to the
average exchange rate for each of those days, $1.6179 per (pound)1.00.
The merger creates a larger biopharmaceutical company involved in the
development of novel drugs, vaccines and antibody products that control
significant human diseases with a total of ten products in development, eight of
which are currently in clinical trials, and two scheduled to go into clinical
trials during the next twelve months. The enlarged company also has multiple
corporate partnerships including those with Pasteur Merieux Connaught,
SmithKline Beecham, Pfizer, Eli Lilly, Novartis and Medeva. This new business
combination results in a broader portfolio of product programs and greater
market presence, as well as the potential for expanded corporate partnerships.
The completion of the acquisition has also triggered the expansion of a
strategic alliance with Pasteur Merieux Connaught relating to the ChimeriVax(TM)
vaccine technology. The existing alliance to develop vaccines against Dengue
fever has been expanded to include vaccines against Japanese encephalitis,
Tick-borne encephalitis and Hepatitis C. Under the alliance, Pasteur Merieux
Connaught will fund the costs of research and development, make milestone
payments and pay royalties on sales. Peptide could receive up to a total of $60
million in milestone payments under these agreements.
As part of this new alliance, Pasteur Merieux Connaught has now subscribed for
$3 million in new Peptide shares. Accordingly, 2,359,603 new ordinary shares
have been issued to Pasteur Merieux Connaught. The number of shares subscribed
was determined using Peptide's rights issue price of 78p and $1.630 per
(pound)1, the closing foreign exchange rate at 4:00 pm on Monday, May 10, 1999,
the last business day prior to the date of completion of the subscription.
Pasteur Merieux Connaught has agreed (subject to certain exceptions) not to
dispose of any of the subscription shares for three years.
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In connection with these transactions, Peptide has made application for
12,501,220 new ordinary shares of Peptide to be admitted to the Official List of
the London Stock Exchange. Dealings in the new ordinary shares will commence
today, Tuesday, May 11, 1999. Following these transactions, Peptide now has
78,346,240 ordinary shares in issue.
Dr. John Brown, Chief Executive of Peptide, said "Having worked closely with the
team at OraVax over the past few months, I am very confident that the enlarged
group will become a major player in the rapidly expanding vaccine market. OraVax
brings complementary technology, a broad product pipeline and gives us a strong
foothold in the United States, the world's largest pharmaceutical market."
"We are truly excited about the synergies between our companies exemplified by
our ongoing collaboration on H. PYLORI vaccines, and our mutual commitment to
the development of high-value therapeutic and vaccine products. I look forward
to working with the team at Peptide, and the enhanced potential to advance our
combined product portfolio," said Dr. Lance Gordon, President and Chief
Executive Officer of OraVax, Inc.
OraVax was advised by Hambrecht & Quist and Peptide was advised by BT Alex Brown
International in connection with this transaction.
OraVax is a Cambridge, Massachusetts biopharmaceutical company, engaged in the
discovery, development and commercialization of therapeutic and preventative
vaccines and antibody products that control human infectious diseases. The
Company's pipeline includes vaccines and antibody products against HELICOBACTER
PYLORI (H. PYLORI), CLOSTRIDIUM DIFFICILE and the ChimeriVax(TM) family of
single-dose, live-attenuated viral vaccines which includEs vaccines against
Japanese encephalitis, dengue, tick borne encephalitis and hepatitis C. Assuming
regulatory approval, OraVax will be the exclusive marketer and distributor in
the United States of Medeva Pharma's yellow fever vaccine Arilvax(R).
Peptide is a biopharmaceutical company based in Cambridge, England involved in
the research and development of novel drugs and vaccines using innovative
proprietary technologies. These products are developed through royalty-bearing
alliances with leading pharmaceutical companies who address the advanced
development, manufacture and marketing of these products.
This news release contains forward looking statements that involve risks and
uncertainties, including the timing and results of clinical trials and other
product development and commercialization risks, the risks of satisfying the
regulatory approval process in a timely manner, the need for and availability of
additional capital, and other risks detailed in the Company's filings with the
Securities and Exchange Commission.
