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.: 333-53386
This release contains certain forward-looking statements within the meaning
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
forward-looking statements contained herein include, but are not limited to,
statements about future financial and operating results, the timing of the
closing of the pending merger between BioTransplant Incorporated and Eligix,
Inc. and the benefits of this merger. 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 the registration statement on Form S-4 filed by
BioTransplant in connection with the merger and BioTransplant's 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.
On January 8, 2001, BioTransplant filed a registration statement on Form S-4
(File No. 333-53386), which contains a joint proxy statement/prospectus, in
connection with its proposed merger with Eligix, Inc. BioTransplant will be
preparing an amendment to the registration statement and will be filing this
amendment with the Securities and Exchange Commission as soon as practicable.
The proxy statement/prospectus (when it is finalized) will be sent to
stockholders of BioTransplant seeking their approval of the proposed
transaction. A free copy of the proxy statement/prospectus 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.
We urge investors and stockholders to read the proxy statement/prospectus and
any other relevant documents that BioTransplant has filed and will file with
the Securities and Exchange Commission because they contain important
information.
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 is contained in BioTransplant's proxy
statement/prospectus contained in the registration statement filed with the
Commission with respect to the proposed merger.
On February 21, 2001, BioTransplant issued the following press release
announcing that Eligix, Inc. had received European Community authorization to
affix the CE Mark to its B-Cell HDM cell separation devices:
CONTACTS:
---------
BioTransplant Incorporated Noonan/Russo Communications, Inc. Eligix, Inc.
Elliot Lebowitz, Ph.D. Prateek Patnaik, (Media) ext. 273 Walter C. Ogier,
President and CEO Sharon Weinstein, (Investor) ext. 334 President and CEO
(617) 241-5200 (212) 696-4455 (781) 870-4601
www.biotransplant.com e-mail: news@noonanrusso.com
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BIOTRANSPLANT ANNOUNCES CE MARK AUTHORIZATION
FOR ELIGIX CELL SEPARATION PRODUCT
-ELIGIX PREPARES TO MARKET CANCER PRODUCTS IN EUROPE-
CHARLESTOWN, Mass., February 21 - BioTransplant Incorporated (Nasdaq: BTRN)
announced today that Eligix Inc. has received European Community authorization
to affix the CE Mark to its BCell-HDM (high density microparticle) cell
separation devices for the treatment of B cell malignancies commonly treated by
bone marrow stem cell transplantation which include non-Hodgkins lymphoma,
multiple myeloma, chronic lymphocytic leukemia, and other malignancies commonly
treated by bone marrow stem cell transplantation. BioTransplant previously
announced that it has signed a definitive agreement to acquire Eligix in a
merger, which is expected to close in the first half of 2001. Assuming the
merger closes as planned, this advance will enable BioTransplant, to market the
first of a planned series of Eligix Cell Separation products in all member
countries of the European Community.
The Eligix Cell Separation products are further targeted by BioTransplant for
development as a component of the AlloMune(TM) System, along with its
proprietary monoclonal antibody MEDI-507, as a complete approach to increase the
safety and efficacy of immune modulation and transplantation for cancer and
other diseases.
Through its planned acquisition of Eligix, BioTransplant seeks to further its
strategic vision to become the leading company in cellular therapies for cancer
and other life threatening diseases, including human organ transplantation.
"Earning the CE Mark for Eligix' lead product, BCell-HDM, underscores the near
term value that we expect will arise from the merger between BioTransplant and
Eligix," stated Elliot Lebowitz, Ph.D., CEO of BioTransplant. "Together we are
committed to bringing to market a series of bio-therapeutic products with the
potential to substantially enhance patient outcomes following stem cell
transplantation and immune therapy for cancer and other serious diseases."
Earning the CE Mark enables us to market the first of our therapeutic products
in the European Union. This achievement represents a substantial accomplishment
by the Eligix organization," said Walter Ogier, President and CEO of Eligix. "In
addition to preparing for commercial launch with BioTransplant, our development
efforts will now be focused on our second therapeutic product, TCell-HDM, which
is expected to receive CE marking later this year. The combined product
portfolios of BioTransplant and Eligix will present a strong near and mid-term
pipeline of development-stage therapeutic products which we will seek, pending
regulatory approval, to introduce in Europe and North America over the next
several years. These products, targeted to enhance the practice of autologous
and allogeneic bone marrow stem cell transplantation as well as solid organ
transplantation, are being designed to address large, underserved patient
markets that represent a very substantial commercial opportunity for the
company"
The current European market opportunity for BCell-HDM comprises approximately
12,000 autologous stem cell transplants performed in that region each year for
the treatment of B-cell malignancies, a number which has been growing steadily
over the past decade and includes principally Non-Hodgkin's lymphoma, multiple
myeloma, and chronic lymphocytic leukemia patients.
The Companies estimate that autologous transplantation for cancer accounts for
an estimated $1 billion in healthcare expenditures worldwide each year. The
annual expenditures on autologous transplantation for
cancers reflects the widespread publication over the past decade of clinical
evidence for superior long term patient outcomes from transplantation in
comparison to other healthcare options including conventional chemotherapies,
radiation therapies and newer biologic therapies. BCell-HDM is targeted to
further enhance transplant outcomes versus those obtainable using non-transplant
approaches.
BioTransplant Incorporated utilizes its proprietary technologies under
development to re-educate the body's immune responses to allow tolerance of
foreign cells, tissues and organs. Based on this technology, the Company is
developing a portfolio of products for application in a range of medical
conditions, including treatment of cancer and autoimmune diseases, organ and
tissue transplantation, for which current therapies are inadequate.
BioTransplant's products under development are intended to increase the
therapeutic benefit of bone marrow transplants, reduce or eliminate the need for
lifelong immunosuppressive therapy, and induce long-term functional
transplantation tolerance in humans.
Other Important Information:
THIS ANNOUNCEMENT CONTAINS, IN ADDITION TO HISTORICAL INFORMATION,
FORWARD-LOOKING STATEMENTS ABOUT BIOTRANSPLANT THAT INVOLVE RISKS AND
UNCERTAINTIES. SUCH STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS AND ARE BASED
ON ASSUMPTIONS, INCLUDING STATEMENTS ABOUT THE BENEFITS OF THE
BIOTRANSPLANT/ELIGIX MERGER, THE TIMING OF THE CLOSING OF THE MERGER AND THE
BENEFITS OF THE MERGER. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
CURRENTLY ANTICIPATED AS A RESULT OF A NUMBER OF IMPORTANT FACTORS. FACTORS THAT
COULD CAUSE FUTURE RESULTS TO DIFFER MATERIALLY FROM SUCH FORWARD-LOOKING
STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO: BIOTRANSPLANT'S ABILITY TO SECURE
THE SUBSTANTIAL ADDITIONAL FUNDING REQUIRED FOR ITS OPERATIONS AND RESEARCH AND
DEVELOPMENT PROGRAMS; FAILURE OF BIOTRANSPLANT'S OR ELIGIX'S STOCKHOLDERS TO
APPROVE THE MERGER; THE FAILURE OF THE COMBINED BUSINESS TO REALIZE ANTICIPATED
BENEFITS OF THE MERGER; THE RISK THAT, IF THE MERGER IS CONSUMMATED AS PLANNED,
BIOTRANSPLANT'S AND ELIGIX' BUSINESS WILL NOT BE INTEGRATED SUCCESSFULLY;
BIOTRANSPLANT'S ABILITY TO SUCCESSFULLY DISCOVER, DEVELOP AND COMMERCIALIZE ITS
PRODUCTS, OBTAIN REQUIRED REGULATORY APPROVALS IN A TIMELY FASHION, AND OVERCOME
OTHER DIFFICULTIES INHERENT IN DEVELOPING PHARMACEUTICALS AND PROCEDURES FOR
ORGAN TRANSPLANTATION; BIOTRANSPLANT'S ABILITY TO OBTAIN AND ENFORCE THE PATENT
PROTECTION REQUIRED FOR ITS PRODUCTS; UNCERTAINTIES TO THE EXTENT OF FUTURE
GOVERNMENT REGULATION OF THE TRANSPLANTATION BUSINESS; AND BIOTRANSPLANT'S
ABILITY TO MAINTAIN COLLABORATIONS AND JOINT VENTURE ALLIANCES WITH THIRD
PARTIES. FOR A DETAILED DISCUSSION OF THESE AND OTHER FACTORS, PLEASE REFER TO
BIOTRANSPLANT'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING
THE DISCUSSION SET FORTH IN THE SECTION TITLED "BUSINESS - FACTORS WHICH MAY
AFFECT RESULTS" IN BIOTRANSPLANT'S CURRENT ANNUAL REPORT ON FORM 10-K, AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
RELATING TO THE BIOTRANSPLANT/ELIGIX MERGER, FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION BY BIOTRANSPLANT (FILE NO. 333-53386), BECAUSE IT CONTAINS
IMPORTANT INFORMATION. THE PROXY STATEMENT/PROSPECTUS WILL BE SENT TO THE
STOCKHOLDERS OF BIOTRANSPLANT SEEKING THEIR APPROVAL OF THE PROPOSED
TRANSACTION. A FREE COPY OF THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED BY BIOTRANSPLANT WITH THE COMMISSION ARE AVAILABLE FREE AT THE
COMMISSION'S WEB SITE AT http://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 V.
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 ARE CONTAINED IN BIOTRANSPLANT'S PROXY STATEMENT/PROSPECTUS
CONTAINED IN ITS REGISTRATION STATEMENT FILED WITH THE COMMISSION WITH RESPECT
TO THE PROPOSED MERGER.
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EDITOR'S NOTE: THIS RELEASE IS ALSO AVAILABLE ON THE INTERNET AT
http://www.noonanrusso.com
A BACKGROUND DOCUMENT ON ELIGIX' TECHNOLOGY IS ATTACHED.
ELIGIX TECHNOLOGY BACKGROUND
THE ELIGIX CELL SEPARATION SYSTEM
The Eligix Cell Separation System is a cell therapy platform that allows for
isolation and removal of subsets of cells from blood and stem cell products. The
BCell-HDM product is the first of a series of monoclonal antibody-coated High
Density Microparticle, or HDM, products that are being developed for a range of
applications in transplant medicine. The BCell-HDM system will be indicated in
Europe for the removal of malignant B-cell lymphocytes from autologous stem cell
transplants, as are typically performed in conjunction with high dose
chemotherapy for B-cell malignancies including non-Hodgkins lymphoma, multiple
myeloma and chronic lymphocytic leukemia.
The BCell-HDM system should provide physicians a commercial product for the
first time, to achieve the ultimate treatment goal of minimal residual disease
in the patient, while allowing for nearly quantitative recovery of stem cells
and other immune cells (approximately 90%.) BioTransplant and Eligix believe
that maximum stem cell and immune cell recovery is critical to achieving optimal
patient outcomes following transplantation. A multi-center, randomized Phase III
study of the BCell-HDM system is being planned for initiation in North America,
and trials to develop further indications of the BCell-HDM system are also being
planned in the US and Europe.
A feasibility clinical trial sponsored by Eligix and performed by the Dana
Farber Cancer Institute, to evaluate the BCell-HDM product, showed that the
technology is effective in purging potentially malignant B-cells from stem cell
transplants to below levels detectable by a very sensitive assay, while
retaining an exceptionally high yield of desirable stem cell and other cell
populations for transplantation. The presence of potentially malignant B-cells
in the transplant cell dose of patients suffering from B-cell malignancies has
been shown to correlate with relapse and reduced periods of disease free
survival in clinical studies conducted by transplant centers in North America
and Europe, suggesting a potentially beneficial role for B-cell purging.
Although various purging methods are widely used by transplant physicians, the
lack of efficient technology for B-cell purging has limited the ability of
physicians to complete a prospective, randomized trial of purging in
transplantation.
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