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Filed by Corixa Corporation
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: Coulter
Pharmaceutical Inc. (Commission
File No. 0-21905)
CORIXA AND COULTER MERGER
FAQS
Q: YOU REFER TO THIS AS A MERGER. WILL A NEW COMPANY BE FORMED?
No. Both companies will merge resources and the newly-combined company will
continue to be called Corixa. Coulter will become Corixa's new South San
Francisco campus.
Q: WHY HAS CORIXA AGREED TO ACQUIRE COULTER? WHAT BENEFITS WILL CORIXA REALIZE?
We believe the merger creates a comprehensive immunotherapy company. The
transaction combines Corixa's antigen discovery and immunotherapeutic
expertise with Coulter's therapeutic antibodies and targeted oncologics
platforms to develop therapies for the treatment or prevention of autoimmune
diseases, cancer and infectious diseases, as well as Coulter's late-stage
product, Bexxar(TM) (tositumomab, iodine I 131 tositumomab), currently filed
with the U.S. Food and Drug Administration (FDA) for non-Hodgkin's lymphoma
and under FDA priority review, and a dedicated sales and marketing
infrastructure.
Q: WILL THE TWO COMPANIES BOARDS MERGE? WHICH BOARD MEMBERS WILL REMAIN AFTER
THE ACQUISITION?
Michael F. Bigham, president and chief executive officer of Coulter will
join Corixa's board as Vice Chairman. Additional announcements regarding the
specific composition of Corixa's Board of Directors and its senior
management team will follow in the coming weeks. However, Corixa's new Board
of Directors will be comprised of four representatives from each company
with any additional members to be mutually agreed upon.
Q: WHAT ABOUT SENIOR MANAGEMENT? WILL THE EXISTING COULTER SENIOR MANAGEMENT
REMAIN WITH THE COMPANY?
We are excited about the strength of the combined management teams.
Additional announcements regarding the specific composition of Corixa's
Board of Directors and its senior management team will follow in the coming
weeks.
Q: HOW WILL BOTH CORIXA AND COULTER BENEFIT FROM THE ACQUISITION?
The combined company will benefit from multiple late stage products, a more
robust product pipeline, enhanced commercialization capability and a
dedicated sales and marketing organization, the combination of leading
antigen discovery and antibody technologies, and potential for additional
product and/or partnering opportunities. As a result, we believe
stockholders, employees and partners will enjoy a broader set of product
opportunities, greater critical mass and share in the significant commercial
potential of the combined company.
Q: WILL THERE BE ANY LAYOFFS?
Currently, there are approximately 500 individuals employed at Corixa and
Coulter combined with very modest overlap. As a result, reduction in
headcount will likely only occur in cases of identical job description. As
we have done in past mergers, we are taking the time to carefully evaluate
the existing resources and, as a result, we are not prepared at this time to
provide more detailed comment.
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Q: HOW MANY EMPLOYEES WILL THE COMBINED COMPANY HAVE?
Currently, there are approximately 500 individuals employed at Corixa and
Coulter combined with very modest overlap. The overlap between our two
companies is minimal. However, until we have completed a careful evaluation
of existing resources, we can't provide more details. The Coulter facilities
in South San Francisco will become our Bay Area campus of the new Corixa
where we will integrate Corixa's existing Redwood City operations.
Q: IS THERE ANY OVERLAP OF TECHNOLOGIES/R&D EFFORTS - WHAT WILL R&D SPEND LOOK
LIKE IN THE FUTURE? The platform technologies of the company's R&D programs
do not overlap -- they complement each other. Corixa is known for its
antigen discovery expertise. Antigens give rise to vaccines and targets for
antibody therapeutics. Coulter has antibody generation technology as well as
the ability to enhance the power of antibodies with either radionuclides or
"ultra potent" cytotoxic agents to increase the breadth and significance of
clinical efficacy and product potential. We expect to nurture these
platforms for future product developments.
Q: WILL CORIXA CONTINUE TO FOCUS SPECIFICALLY ON AUTOIMMUNE, CANCER AND
INFECTIOUS DISEASE RESEARCH?
Yes. The addition of Coulter's expertise in therapeutic antibodies and
targeted oncologics is complementary to our core focus and will help
strengthen and extend opportunities in oncology. In addition, the marriage
of Coulter's antibody technologies with our antigens will also create new
opportunities for product deployment in autoimmune disease and infectious
disease indications. Commercialization capability enabled by a dedicated
sales force should help the combined company to participate even further in
the revenue associated with future product opportunities.
Q: COULTER RECENTLY ANNOUNCED THAT IT HAD BEEN GIVEN PRIORITY REVIEW BY THE
U.S. FDA FOR BEXXAR, ITS NON-HODGKINS LYMPHOMA THERAPY (AS ANNOUNCED ON
OCTOBER 5). HOW DOES THE ACQUISITION CHANGE THIS PROCESS?
It doesn't change the process. Bexxar is currently under FDA priority review
and Corixa will continue to aggressively pursue Bexxar's approval from the
FDA.
Q: DOES CORIXA PLAN TO CONTINUE FOCUSING ON BEXXAR? NON-HODGKINS LYMPHOMA
RESEARCH HAS NOT BEEN A CORE RESEARCH TECHNOLOGY FOR CORIXA, HAS IT?
Oncology has always been a core focus at Corixa. Corixa is very excited
about Bexxar's potential and will continue to aggressively pursue its
approval with the FDA, as well the extensive future label expansion trials
agreed upon with Coulter's Bexxar partner, SmithKline Beecham.
Q: BOTH CORIXA AND COULTER HAVE SUBSTANTIAL RELATIONSHIPS WITH SMITHKLINE
BEECHAM. HOW WILL THOSE RELATIONSHIPS WITH SMITHKLINE BEECHAM CHANGE?
As with our technologies, our partnerships are complementary. Both companies
have sound partnerships with SmithKline Beecham. We believe the merger will
have no impact on these relationships. We do not anticipate any changes in
any of our existing collaborations.
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Q: HOW DO CORIXA'S AUTOIMMUNE DISEASE VACCINES FOR RHEUMATOID ARTHRITIS COMPETE
WITH COULTER'S ANTIBODY FOR TREATING AUTOIMMUNE DISEASE, SUCH AS RHEUMATOID
ARTHRITIS? DIDN'T COULTER RECENTLY SIGN A LICENSE AND RESEARCH AGREEMENT FOR
THIS ANTIBODY? WILL ONE OF THESE PRODUCTS BE DISCONTINUED?
Corixa's and Coulter's products and research focuses complement each other
extremely well. Both companies have considerable expertise in autoimmune and
cancer research and we feel the combination of the two companies
technologies and research are particularly well-suited for each other. We
will continue to make product portfolio decisions based on available
markets, suitability of various product solutions for those markets, as well
as resources available to support product developments either on our balance
sheet or through the use of partner capital.
Q: ARE THERE SPECIFIC PRODUCTS THAT COMPETE WITH ONE ANOTHER?
Corixa's and Coulter's products and research focuses complement each other
extremely well. Both companies have considerable expertise in autoimmune and
cancer research and we feel the combination of the two companies
technologies and research are particularly well-suited for each other. For
example, Coulter's expertise in therapeutic antibodies directly complements
Corixa's strength in antigen discovery to create a powerful combined product
discovery and development capability.
Q: RECENTLY, CORIXA SEEMS TO BE PUTTING SIGNIFICANT RESOURCES BEHIND ITS PVAC
PRODUCT. WILL THIS CONTINUE TO BE THE CASE?
Yes.
Q: DO EITHER CORIXA OR COULTER HAVE PRODUCTS THAT ARE CURRENTLY UNDER
CONSIDERATION FOR U.S. FDA APPROVAL?
Corixa announced last month its intent to file a BLA for its Melacine
vaccine for melanoma. A BLA covering Coulter's Bexxar, a radioimmunotherapy
for treating non-Hodgkins lymphoma, is currently under priority review for
approval by the FDA. Corixa's MPL vaccine adjuvant has completed pivotal
trials for use as an adjuvant to boost protective immunity against hepatitis
and herpes virus infection.
Q: WHAT ARE COULTER'S KEY TECHNOLOGIES?
The company's lead product candidate, BexxarTM (tositumomab, iodine I 131
tositumomab), consists of a monoclonal antibody conjugated to a
radioisotope. Initial efforts in the targeted oncologics program are focused
on the development of a tumor-activated peptide pro-drug version of
doxorubicin to treat certain solid tumor cancers. In its antibody
therapeutics program, the company also is developing an antibody-based
approach to block the Type I interferon receptor for the treatment of
autoimmune diseases and transplant rejection.
Q: WHEN WILL THIS ACQUISITION BE ACCRETIVE?
We believe the combined company will break even in 2003 and be profitable in
2004, not counting the effect of amortization of goodwill.
Q: WHAT BENEFITS WILL YOUR PARTNERS REALIZE?
We believe the combination of core competencies in antigen discovery,
antibody generation and product development, through linkage with either
radionuclides or potent novel cytotoxics will foster multiple product
developments both for the new Corixa and existing and potential future
partners.
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Q: WHAT BENEFITS WILL EMPLOYEES REALIZE?
We believe employees from both companies will benefit significantly from
being a part of a comprehensive immunotherapy company with near term product
revenues, a robust product pipeline, increased financial strength,
leveragable technology platforms, a dedicated sales force and additional
partnership potential.
Q: WILL COULTER RETAIN ITS OPERATING STRUCTURE AND OPERATE AS A WHOLLY OWNED
SUBSIDIARY?
We intend to expand the Coulter facilities in South San Francisco and to
integrate our Redwood City operations into that campus. Further details
regarding corporate structure, including composition of Corixa's Board of
Directors and its senior management team, will follow in the coming weeks.
Q: WHO WILL COULTER'S CEO REPORT TO?
Michael F. Bigham, president and chief executive officer of Coulter will
join Corixa's board as Vice Chairman. Further management structure
announcements will follow in the coming weeks.
Q: WHEN WILL THE ACQUISITION BECOME EFFECTIVE?
We currently expect the merger to close in December 2000. The exact date is
subject to certain customary closing conditions, including the approval of
the merger by the stockholders of Corixa and Coulter and the expiration or
early termination of the required waiting period under Hart-Scott Rodino
Antitrust Improvements Act of 1976.
Q: WHY ARE YOU DOING THIS DEAL NOW?
The shared goal of Corixa and Coulter has always been to build a leading
immunotherapy company. Both companies are strong independently, but
together, we believe we will be able to achieve this goal more quickly.
Fortunately, current market situations allow us to join forces at a time
when both companies' stockholders can retain significant equity in the
combined company.
Q: DO YOU ANTICIPATE ANY COMPETING BIDS?
No.
Q: WHAT IS THE FINANCIAL PROFILE OF THE COMBINED COMPANY?
The overall financial picture of the combined company is strengthened as a
result of the combination. The organization will have greater cash
resources, and larger top line revenue. Expense levels will reflect the fact
that the combined company will have products - Bexxar and Melacine - in
advanced stages of development as well as a robust clinical and preclinical
pipeline.
Q: WHAT IS THE OPERATIONAL PROFILE OF THE COMBINED COMPANY?
Corixa will have three campuses - headquarters and antigen discovery in
Seattle, GMP Manufacturing and adjuvant research in Hamilton, Mont., and
therapeutic antibody, targeted oncologics and autoimmune disease research
and development in South San Francisco.
Q: WILL THIS ALTER YOUR PATH TO PROFITABILITY?
If you look at the combined entity without regard to goodwill, we believe it
should break even in 2003 be profitable in 2004.
Q: WHAT IS THE TOTAL VALUE OF THIS TRANSACTION?
In excess of $900 million.
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Q: HOW HAVE YOU DETERMINED THE STOCK SWAP RATIO?
It was determined based on negotiation between both parties and advisors,
taking into account fair market value for both companies' shares and
comparable merger transactions.
Q: WHAT ARE THE ESTIMATED DOLLAR SAVINGS THAT WILL RESULT FROM COMBINING
OPERATIONS?
Some savings will occur from the integration of the Redwood City operation
into the South San Francisco campus. We will provide further estimates at
the time of such relocation.
Q: WHAT DOES THIS MEAN FOR EMPLOYEE BENEFIT PLANS? STOCK OWNERSHIP
OPPORTUNITIES?
Corixa will assume and honor all outstanding options to purchase Coulter
stock, as well as Coulter's existing employee stock purchase plan. We are in
the process of carefully evaluating other employee benefits in an effort to
offer the most equitable and competitive packages for all employees. We
continue to be committed to providing benefits like stock ownership to our
employees so that they may participate in our future success.
Q: WHEN DO YOU ANTICIPATE HOLDING A STOCKHOLDER MEETING FOR VOTES ON THE
PROPOSED ACQUISITION?
We expect to hold stockholder meetings sometime in early to mid December
2000.
Q: WHERE WILL HQ BE? WILL OFFICES BE ELIMINATED?
Corixa's headquarters will remain in Seattle. Corixa intends to integrate
its Redwood City, Calif. operations into Coulter's South San Francisco
campus to better accommodate future expansion possibilities.
Q: ARE THE KEY PERSONNEL 'LOCKED-IN' FOR ANY PERIOD OF TIME - IF SO, HOW LONG?
We are obviously interested in retaining key personnel and will, as we have
in the past avail ourselves of multiple incentives to see that this can be
accomplished. We are in the process of implementing such incentives designed
to retain key personnel.
Q: HOW DO YOU PLAN ON MELDING THE COMPANIES' DISTINCT CULTURES?
As demonstrated in previous mergers, Corixa is extremely supportive and
respectful in the retention of other cultural identities. We have rigorously
used electronic communication and videoconferencing at all sites to ensure
rapid communication and promote interaction. Maintenance of separate sites
has served to preserve corporate culture and reduce the levels of middle
management and bureaucracy required to move programs forward. This has
translated into quicker corporate response time and product development.
Corixa has successfully completed three acquisitions in the past two years.
During the same time frame we have entered into more corporate partnering
transactions, raised more money and pushed more products into and through
clinical trials than in any other two-year time period in our history.
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Q: WHAT IS THE BIGGEST OBSTACLE TO THIS MERGER GOING AHEAD?
As is the case with most mergers, our challenge will be our ability to
integrate the businesses swiftly while moving forward aggressively with the
day-to-day business. The combined company is in the midst of preparing one
BLA, at the same time it is dealing with regulatory review of a recently
filed license application. Both programs, as well as the continued progress
of products in our clinical and pre-clinical pipelines, need to continue
during the integration.
Q: WHERE CAN I GET ADDITIONAL INFORMATION?
Corixa plans to file a Registration Statement on SEC Form S-4 in connection
with the merger, and Corixa and Coulter expect to mail a Joint Proxy
Statement/Prospectus to stockholders of Corixa and Coulter containing
information about the merger. Investors and security holders are urged to
read the Registration Statement and the Joint Proxy Statement/Prospectus
carefully when they are available. The Registration Statement and the Joint
Proxy Statement/Prospectus will contain important information about Corixa,
Coulter, the merger and related matters. Investors and security holders will
be able to obtain free copies of these documents through the website
maintained by the U.S. Securities and Exchange Commission at
http://www.sec.gov. Free copies of the Joint Proxy Statement/Prospectus and
these other documents may also be obtained:
- from Corixa by completing the material request form located in the
"request materials" section of Corixa's website at
http://www.corixa.com/financials/index.htm or by mail to Corixa, 1124
Columbia Street, Suite 200, Seattle, Washington 98104-2040, attention:
Investor Relations, telephone: (206) 754-5711; or
- from Coulter by directing a request through the Investors Relations
portion of Coulter's website at http://www.coulterpharm.com or by mail
to Coulter, 600 Gateway Boulevard, South San Francisco, California
94080, attention: Investor Relations, telephone: (650) 553-1190.
In addition to the Registration Statement and the Joint Proxy
Statement/Prospectus, Corixa and Coulter file annual, quarterly and special
reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements or other
information filed by Corixa or Coulter at the SEC public reference rooms at
450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the Commission's
other public reference rooms in New York, New York and Chicago, Illinois.
Please call the Commission at 1-800-SEC-0330 for further information on the
public reference rooms. Corixa's and Coulter's filings with the Commission
are also available to the public from commercial document-retrieval services
and at the website maintained by the Commission at http://www.sec.gov.
Interests of Certain Persons in the Merger.
Coulter will be, and certain of Coulter's directors and executive officers
may be, soliciting proxies from Coulter stockholders in favor of the
adoption of the merger agreement. In addition, Corixa will be, and certain
of Corixa's directors and executive officers may be, soliciting proxies from
Corixa stockholders in favor of the adoption of the merger agreement. The
directors and executive officers of Coulter and the directors and executive
officers of Corixa may be deemed to be participants in Coulter's and
Corixa's solicitation of proxies.
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The directors and executive officers of Coulter have interests in the
merger, some of which may differ from, or may be in addition to, those of
Coulter's stockholders generally. For a description of such interests and a
list of each company's directors and executive officers, please see the
press release filed with the SEC pursuant to Rule 425 by Corixa and Coulter
on October 16, 2000.
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