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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 CONFERENCE CALL SCRIPT
OPERATOR: Operator will introduce the call and the speakers.
DENIKE: Thank you for joining us this morning for the Corixa and Coulter Merger
conference call. I'd like to take care of a few housekeeping items before I turn
the call over to Corixa's Chairman and CEO, Steve Gillis. We issued a press
release this morning at 7:30 a.m. EDT describing the merger, which you should
have received by now. If you haven't received the press release, a copy is
available in the news and events section of Corixa's web site at www.corixa.com,
as well as the "investor relations" section of Coulter's web site at
www.coulterpharm.com. Concurrent with this call-in conference call, we are also
broadcasting this call through our public Web site. The call will be archived
and available for replay later today and can be found in the "news and events"
section of Corixa's Web site. If you experience technical difficulties, please
refer to the troubleshooting information accessible in the same location. At
this time I would like to introduce Corixa's Chairman and CEO, Steve Gillis.
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GILLIS: Good morning, this is Steve Gillis, chairman and chief executive officer
of Corixa. Also, joining me on this call is Michelle Burris, vice president and
chief financial officer of Corixa. Joining us on the call from Coulter's
headquarters is Coulter President and CEO Michael Bigham and Coulter Chief
Financial Officer, William Harris. We are very excited to join you this morning
to discuss the press release issued earlier today announcing Corixa's intent to
acquire all the outstanding shares of Coulter in a stock-for-stock merger,
valued in excess of $900 million. Corixa will acquire the outstanding shares of
Coulter in a stock-for-stock merger. In the merger, Coulter stockholders will
receive 1.003 shares of Corixa common stock for each share of Coulter common
stock.
Before I begin the call, however, I'd like to take a moment to remind all
participants that matters discussed in this call are subject to certain risks
and uncertainties that could cause actual results to differ materially from any
future results, performance or achievements expressed or implied by such
statements. For a description of those risks and uncertainties, we refer
investors to Corixa's and Coulter's public disclosure filings with the SEC
including annual reports and quarterly reports filed on Forms 10-K and 10-Q for
the respective companies, as well as Coulter's registration statement on form
S-3 filed on August 30, 2000.
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Today is a significant day in the history of both companies, as this merger will
create a major commercial force in the emerging field of immunotherapy. The
merger marries Corixa's world-class antigen discovery efforts with Coulter's
expertise in antibody generation and radiolabel and cytotoxic drug conjugation.
The combined company's assets will include multiple late stage products -
including two products that have been filed, or will be filed shortly, with the
FDA for commercial approval; a more robust product pipeline with broadened
therapeutic potential as a result of Coulter's ability to enhance the power of
monoclonal antibodies with either cytotoxic drugs or radionuclides; a dedicated
sales force; and expanded potential for additional product and/or partnering
opportunities.
I'd like to take a few minutes to highlight some of Coulter's core strengths
that we feel add particular value to Corixa's existing business and underscore
why we are excited about the new Corixa that will emerge as a result of this
merger:
The combined product pipeline will include the addition of Bexxar, a cancer
therapeutic comprised of a monoclonal antibody conjugated to a radioisotope.
Bexxar represents an exciting product opportunity with the potential for
significant near-term revenue.
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On September 15, 2000, Coulter and SmithKline Beecham submitted a Biologics
License Application to the U.S. Food and Drug Administration seeking commercial
approval of Bexxar for the treatment of patients with relapsed or refractory,
low-grade or transformed low-grade B-cell non-Hodgkin's lymphoma. The product
recently received FDA priority review status. As many of you may know,
non-Hodgkin's lymphomas are blood-borne cancers of the immune system, all
sharing the common feature of a proliferation of malignant B-cells. According to
the American Cancer Society, over 54,900 Americans (31,700 men and 23,200 women)
are expected to be diagnosed with non-Hodgkin's lymphoma in 2000 alone. These
statistics include both adults and children. It is the fifth most common cancer
in this country, excluding Non-melanoma skin cancers. We believe that Bexxar
will play a significant role in the treatment of this terrible disease.
Coulter also brings to Corixa a remarkable breadth of technologies surrounding
development of antibodies as products. Not only will the company be able to
generate antibodies internally or through Corixa's partnerships -- including
Abgenix, ImmGenics, Medarex and Purdue Pharma -- but we will now be able to take
antibodies that may not exhibit biological activity on their own and turn them
into products, either through coupling of radionuclides (Bexxar being a prime
example) or via linkage of proprietary cytotoxic drugs which, when internalized,
can provide a more potent and selective kill of tumor target cells.
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Similar coupling of such compounds to specific peptides can lead to development
of novel pro-drugs for anti-cancer therapy, the first of which will enter
clinical evaluation next year. Peptide based tumor-activated pro-drugs are
designed to be activated preferentially at the tumor site by enzymes secreted by
the tumor, yet stable in circulation and in normal tissues and unable to
penetrate normal cells and malignant cells until activated. As a result,
relatively larger quantities of cytotoxic agents are expected to reach and enter
malignant cells as opposed to normal cells, which could permit a significant
increase in maximum tolerated dosages, potentially overcoming drug resistance in
cancer cells. Coulter is also developing 64G12, a potent monoclonal antibody
specific for the Type I interferon receptor which may represent a new approach
to the treatment of autoimmune diseases and transplant rejection. This approach
complements Corixa's antigen-specific vaccine platforms in autoimmune disease,
namely AnergiX and AnervaX, both of which are in Phase II development.
Before I turn the call over to Michael Bigham, I would like to comment briefly
on organization and management structure. I will remain as Chairman and Chief
Executive Officer of the combined company, which will continue to operate under
the Corixa name and existing company brand. Michael Bigham, current president
and chief executive officer of Coulter, will join Corixa's Board of Directors as
Vice Chairman.
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Additional announcements regarding the precise composition of Corixa's Board of
Directors and its senior management team will follow in the coming weeks. Corixa
intends to integrate its Redwood City, Calif. operations into Coulter's South
San Francisco campus to better accommodate future expansion possibilities.
At this time, I would like to turn the call over to Michael Bigham, president
and CEO of Coulter to share Coulter's perspective on this merger
BIGHAM: Thank you, Steve.
This merger is an excellent strategic fit for Coulter as it will enable us to
continue to develop, expand and enhance our programs while leveraging Corixa's
vaccine and antigen discovery technologies. Corixa has distinguished itself from
other vaccine and immunotherapeutics companies through its productive and
extensive antigen discovery efforts. We look forward to leveraging this
capability to produce a wide variety of antigen-directed antibody therapeutics.
Corixa brings to the combined company an extensive pipeline of clinical stage
products, including Melacine, approved in Canada and the subject of a BLA filing
in the U.S. next year, and MPL, a widely used vaccine adjuvant.
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Corixa's Phase II pipeline includes PVAC treatment for psoriasis and a number of
innovative products for selective desensitization of the immune response for the
treatment of autoimmune disease. I have been impressed with Corixa's
demonstrated ability to successfully integrate and grow through merger, having
successfully completed three separate acquisition or merger transactions within
the past 2 years. We at Coulter are looking forward to our role in the creation
of a new comprehensive immunotherapy company, with distinct competence in
research, development, manufacturing and in selected markets, targeted sales.
We look forward to the completion of the transaction and to continued progress
on the development and commercialization of the combined company's robust
pipeline.
At this point, I would like to turn the call back over to Steve.
GILLIS: Thank you, Michael. In closing, I'd like to reiterate our mutual
excitement about today's announcement. We strongly believe the marriage of
Corixa's world-class antigen discovery efforts with Coulter's expertise in
antibody generation and radionuclide and drug conjugation will create a major
immunotherapy force in the industry.
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At this time I would like to ask the operator to begin the question and answer
session.
Operator explains Q&A procedures to participants. Operator will then indicate
that the Q&A is beginning by saying, "Our first question comes from Mr./Ms.
(full name) of (firm name)."
Q&A session commences. After reaching the end of the queue, the operator will
prompt for a second round of questions and queue the listeners as needed. When
there are no more participants queued for questions, the operator will turn the
call over to Steve and for any closing remarks.
OPERATOR: Dr. Gillis, there are no more questions at this time. I will now
turn the call back over to you.
GILLIS: Thank you. I'd like to thank all of you for participating in our
conference call with Coulter.
We are excited about the potential discoveries and products from this merger and
look forward to reporting our progress in the future.
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OPERATOR: Thank you all for attending. This concludes our conference call
today with Corixa Corporation and Coulter.
Additional Information and Where to find It
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.
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.
