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 filing 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
Securities and Exchange 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 Commission as soon as practicable. The joint 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 joint 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 joint
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 joint 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 joint proxy
statement/prospectus contained in the registration statement filed with the
Commission with respect to the proposed merger.
On March 12, 2001, BioTransplant issued the following press release
announcing its operating results for the fourth quarter and fiscal year ended
December 31, 2000:
FOR IMMEDIATE RELEASE
CONTACTS:
BioTransplant Incorporated Noonan/Russo Communications, Inc.
Richard Capasso Prateek Patnaik (Media), x273
Vice President, Finance & Treasurer Sharon Weinstein (Investor), x334
(617) 241-5200 (212) 696-4455
www.biotransplant.com www.noonanrusso.com
BIOTRANSPLANT INCORPORATED REPORTS
FOURTH QUARTER AND YEAR END 2000 RESULTS
Charlestown, MA., March 12, 2001 - BioTransplant Incorporated (Nasdaq: BTRN)
today reported financial results for the fourth quarter and year ended December
31, 2000. For the fourth quarter ended December 31, 2000, the Company reported a
net loss of $4,271,000 or $0.36 per common share, compared to a net loss of
$2,213,000 or $0.26 per common share, for the same period in 1999. Revenues for
the fourth quarter of 2000 and 1999 were $110,000 and $2,477,000 respectively.
The decrease in revenues was due primarily to an anticipated decrease in
research and development support from the Company's collaboration with Novartis
Pharma AG, as discussed below.
The Company reported a net loss of $11,679,000 or $1.01 per common share for the
year ended December 31, 2000, compared to a net loss of $8,673,000 or $1.01 per
common share for the year ended December 31, 1999. Revenues decreased to
$4,563,000 for 2000, compared to $8,689,000 for 1999. The decrease in revenues
was due primarily to an anticipated decrease in research and development support
from the Company's collaboration with Novartis Pharma AG, which came to a
conclusion in October 2000, concurrent with the formation of Immerge
BioTherapeutics, the Company's joint venture with Novartis in the field of
xenotransplantation.
The Company reported cash, cash equivalents and investments of $14,873,000 on
December 31, 2000, compared to $21,367,000 on December 31, 1999. The Company
anticipates that it has sufficient cash to fund its operating and capital
requirements through the middle of 2001. The Company will require substantial
additional funds in the near-term to continue operations beyond mid-2001,
including, continuing the development and commercialization of its products.
Management is actively pursuing various alternatives for raising capital to fund
its operations going forward.
"During the year, BioTransplant has moved closer to the goal of becoming the
leader in human transplantation therapies for cancer and other serious diseases.
The Company has taken many strategic steps culminating in the signing of a
definitive merger agreement to acquire Eligix," commented Elliot Lebowitz,
Ph.D., president and chief executive officer of BioTransplant. "This an exciting
time for us. MedImmune is advancing MEDI-507 for psoriasis in the clinic, and we
expect that Immerge BioTherapeutics, our JV with Novartis, will further
xenotransplantation research efforts for organ transplantation. We are also
moving ahead with the AlloMune System for cancer and other serious diseases.
With our planned acquisition of Eligix, which we expect to consummate in the
first half of this year, we anticipate having a source of near-term European
revenues as well as products in Phase III in 2001."
HIGHLIGHTS OF THE YEAR 2000 INCLUDE:
o Created Immerge BioTherapeutics, a new xenotransplantation-focused
research company, in a joint venture with Novartis AG
o Signed definitive agreement to acquire Eligix
BioTransplant Fourth Quarter and Year End 2000 Page 2 of 3
HIGHLIGHTS OF THE YEAR 2000 (CONTINUED FROM PAGE 1)
o Bred miniature swine that do not transmit Porcine Endogenous Retrovirus
(PERV) to humans
o Announced with Massachusetts General Hospital (MGH) a novel, less toxic
treatment for lymphoma and leukemia
o Renewed collaboration in transplantation research with MGH
o Completed a $9.7 million private placement
o Received U.S. patent covering a novel approach to xenotransplantation
tolerance
o Received U.S. patent, along with MGH, covering a unique approach to
transplantation and blood cell cancers
BioTransplant Incorporated utilizes its proprietary technologies in re-educating
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 designed to treat a range of medical conditions, including organ and
tissue transplantation, cancer and autoimmune disease for which current
therapies are inadequate. BioTransplant's products are intended to induce
long-term functional transplantation tolerance in humans, increase the
therapeutic benefit of bone marrow transplants, and reduce or eliminate the need
for life-long immunosuppressive therapy.
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 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's 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 as 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.
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 for 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
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.
BioTransplant Fourth Quarter and Year End 2000 Page 3 of 3
BIOTRANSPLANT INCORPORATED AND SUBSIDIARY
(A Development Stage Company)
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Three Months Ended Year Ended
December 31, December 31,
2000 1999 2000 1999
------------ -------------- ----------- -----------
Revenues:
Milestone & License fees $0 $1,000 $0 $3,500
Research and development 110 1,477 4,563 5,189
------------ -------------- ----------- -----------
Total revenues 110 2,477 4,563 8,689
Expenses:
Research and development 4,003 4,248 14,974 15,680
General and administrative 651 648 2,543 2,446
------------ -------------- ----------- -----------
Total operating expenses 4,654 4,896 17,517 18,126
------------ -------------- ----------- -----------
Interest (income) expense, net (273) (206) (1,275) (764)
Net loss ($4,271) ($2,213) ($11,679) ($8,673)
============ ============== =========== ===========
Basic net loss per common share ($0.36) ($0.26) ($1.01) ($1.01)
============ ============== =========== ===========
Shares used in computing basic
net loss per common share 11,741 8,642 11,547 8,598
============ ============== =========== ===========
SELECTED BALANCE SHEET INFORMATION
December 31, December 31,
2000 1999
-------------- ------------
Cash, cash equivalents and
investments $14,873 $21,367
Total assets 17,158 23,419
Shareholders' equity 14,422 15,645
SOURCE BioTransplant Incorporated