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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12
EPIX Pharmaceuticals, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Per unit price or other underlying value of transaction computed pursuant to Exchange
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it was determined): |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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IMPORTANT!
SUPPLEMENT
NO. 1 DATED JULY 31, 2006
TO
JOINT PROXY STATEMENT/PROSPECTUS DATED JULY 18,
2006
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EPIX Pharmaceuticals,
Inc.
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Predix Pharmaceuticals
Holdings, Inc.
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161 First Street
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4 Maguire Road
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Cambridge, Massachusetts
02142
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Lexington, Massachusetts
02421
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(617) 250-6000
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(781) 372-3260
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ANNUAL
MEETING OF STOCKHOLDERS OF EPIX PHARMACEUTICALS, INC.
AND
SPECIAL MEETING OF STOCKHOLDERS OF PREDIX PHARMACEUTICALS
HOLDINGS, INC.
To be held on August 15, 2006
The following information supplements and should be read in
conjunction with the joint proxy statement/prospectus dated
July 18, 2006 of EPIX Pharmaceuticals, Inc. and Predix
Pharmaceuticals Holdings, Inc. relating to the proposed merger
combining EPIX and Predix, which we previously mailed to you on
or about July 18, 2006.
FOR A DISCUSSION OF SIGNIFICANT MATTERS THAT SHOULD BE
CONSIDERED BEFORE VOTING AT THE STOCKHOLDER MEETINGS, SEE
RISK FACTORS BEGINNING ON PAGE 21 OF THE
JOINT PROXY STATEMENT/PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES REGULATORS HAVE APPROVED OR DISAPPROVED THE EPIX
COMMON STOCK TO BE ISSUED IN THE MERGER OR DETERMINED WHETHER
THE JOINT PROXY STATEMENT/PROSPECTUS AND THIS SUPPLEMENT ARE
ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
This supplement is dated July 31, 2006, and is first being
mailed to stockholders of EPIX and Predix on or about
July 31, 2006.
THE JOINT PROXY STATEMENT/PROSPECTUS AND THIS SUPPLEMENT ARE
NOT OFFERS TO SELL THESE SECURITIES AND THEY ARE NOT SOLICITING
OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
MILESTONE
ACHIEVED UNDER MERGER AGREEMENT
On July 31, 2006, Predix Pharmaceuticals Holdings, Inc.
entered into an exclusive worldwide license agreement with Amgen
Inc. to develop and commercialize products based on
Predixs preclinical compounds which target the G-Protein
Coupled Receptor, or GPCR,
sphingosine-1-phosphate
receptor-1, or S1P1, and compounds and products that may be
identified by or acquired by Amgen and that are active against
the S1P1 receptor. Under the license agreement, Predix will
receive a $20 million upfront payment and royalties on
future net sales of products developed in the collaboration, if
any. In addition, if and when specified milestones relating to
the development, regulatory approval and sales of products from
the collaboration are achieved, Predix could receive up to an
aggregate of $287.5 million in milestone payments from
Amgen.
The EPIX board of directors has determined that Predixs
entry into the agreement with Amgen resulted in the achievement
of a milestone event pursuant to the terms of the merger
agreement by and between EPIX, EPIX Delaware, Inc. and Predix
and described in the joint proxy statement/prospectus.
Accordingly, in addition to the initial merger consideration,
Predix stockholders, option holders and warrant holders will be
entitled to the milestone payment under the merger agreement in
the aggregate amount of $35 million.
As disclosed in the joint proxy statement/prospectus, each
Predix stockholder will receive 1.239411 shares of EPIX
common stock upon completion of the merger, subject to
adjustment, including for any reverse stock split, if
implemented, for each share of Predix common stock or preferred
stock (on an as-converted to Predix common stock basis) that
they own, and cash in lieu of fractional shares. In addition,
subject to the option of the EPIX board of directors to defer
the payment of a portion of the milestone as discussed below, on
or before October 29, 2006, each Predix stockholder, option
holder and warrant holder will now also receive their pro rata
portion of the milestone payment. At the option of the
non-Predix members of the combined companys board of
directors, the milestone payment may be paid either:
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i.
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in cash, shares of EPIX common stock or any combination thereof
with the number of shares to be issued determined based on the
five-day average closing price of EPIX common stock on The
NASDAQ Global Market ending on the trading day that is ten days
prior to the payment date; or
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ii.
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$20 million payable in accordance with the preceding
clause (i) above and $15 million payable on the date
that is 12 months after the payment of the initial
$20 million in shares of EPIX common stock, with the number
of shares to be issued determined based on 75% of the
30-day
average closing price of EPIX common stock on The NASDAQ Global
Market ending on the trading day that is ten days prior to the
payment date. If, as a result of the 49.99% limitation described
below, the entire $15 million payment cannot be made in
shares of EPIX common stock, the balance will be paid in cash
plus interest calculated from the milestone payment date at a
rate of 10% per year.
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The EPIX board of directors has until the payment date to elect
whether to make the milestone payment in cash or shares of EPIX
common stock, and whether to defer payment of a portion of the
milestone pursuant to clause (ii) above. In no event,
however, may the milestone be paid in shares of EPIX common
stock to the extent that such shares would exceed 49.99% of the
outstanding shares of EPIX common stock immediately after such
milestone payment, when combined with all shares of EPIX common
stock issued in the merger and issuable upon exercise of all
Predix options and warrants assumed by EPIX in the merger.
Although the EPIX board of directors has not determined whether
to pay the milestone in cash or EPIX common stock, it is
anticipated that, based on the timing of the achievement of the
milestone and the aggregate ownership of EPIX common stock by
the former Predix stockholders immediately following the merger,
all or a substantial portion of the milestone payment will be
paid in cash.
Assuming full payment of the milestone in cash, EPIX estimates
that cash, cash equivalents and marketable securities on hand
upon the completion of the merger and after the payment of the
milestone, together with expected revenue from the sale of
Vasovist and reimbursement of clinical costs by Schering AG,
will be sufficient to fund the combined companys
operations through the end of 2007. If, however, EPIX considers
other opportunities or changes its planned activities, it may
require additional funding before currently expected.
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PREDIXS
LICENSE AGREEMENT WITH AMGEN INC.
On July 31, 2006, Predix entered into an exclusive license
agreement with Amgen Inc. to develop and commercialize compounds
based on Predixs preclinical compounds which act on the
S1P1 receptor and compounds and products that may be identified
by or acquired by Amgen and that are active against the S1P1
receptor. The S1P1 receptor is a biological receptor that is
associated with certain autoimmune diseases, such as rheumatoid
arthritis and multiple sclerosis.
Pursuant to the license agreement, Predix granted Amgen an
exclusive worldwide license to Predixs intellectual
property and know-how related to the S1P1 receptor for the
commercialization of S1P1 compounds and products. Amgen has
limited rights to sublicense its rights under the license. In
return for the license, Amgen has agreed to pay Predix a
nonrefundable, up-front payment of $20 million and
royalties based on aggregate annual net sales of all S1P1
receptor modulating products developed by Amgen under the
license agreement. In addition, Predix may be eligible for up to
an aggregate of $287.5 million of nonrefundable milestone
payments to Predix that relate to milestones associated with the
commencement of clinical trials, regulatory approvals and annual
net sales thresholds of the products under the license
agreement. These royalty rates and milestone amounts are subject
to reduction in the event that, among other things:
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Amgen is required to obtain third-party rights to develop and
commercialize a product that incorporates a Predix
compound; and
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Amgen develops and commercializes products that are not covered
by Predixs intellectual property rights licensed to Amgen,
such as for example, S1P1 modulating products that may be
acquired by Amgen from a third party.
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Generally, Amgens royalty obligation under the agreement
terminates on a
product-by-product
and
country-by-country
basis upon the later of (a) the expiration or termination
of the last claim within the patents (whether such patents are
Predix patents licensed to Amgen or are owned or in-licensed by
Amgen) covering such product and (b) ten years following
the first commercial sale of the product.
The agreement expires when all of Amgens royalty
obligations have terminated. During the first 15 months of
the agreement, Predix will design, discover and develop, at its
own cost, additional compounds that modulate the S1P1 receptor
and that are within the same family of compounds as those
identified in Predixs patent applications licensed to
Amgen under the agreement. Amgen will have access to these
additional compounds to further its development efforts under
the agreement while Predix is still performing or working on its
design, discovery or development efforts. Predix may undertake
additional research under the agreement, at its own expense, as
approved by a joint steering committee formed pursuant to the
agreement. Predix has responsibility and control for filing,
prosecution or maintenance for any of Predixs patents
licensed to Amgen for 24 months or until start of
Phase I clinical trials for the first product developed
under the agreement, at which time, responsibility and control
of such patents transfers to Amgen. Amgen has responsibility and
control for filing, prosecution or maintenance for all other
patents covered by the agreement, including patents jointly
developed under the agreement. Amgen will have final
decision-making authority on all other research matters and will
be responsible for non-clinical and clinical development,
manufacturing, regulatory activities and commercialization of
the compounds and products developed under the license
agreement, at its own expense. Predix has the option to
co-promote one product from the collaboration in the United
States for one indication to be jointly selected by Predix and
Amgen. Amgen will direct the promotional strategy of the parties
and will compensate Predix for its efforts and results in
co-promoting the specified product.
The parties each have the right to terminate the agreement upon
a material uncured breach by the other party and Amgen has the
right to terminate the agreement for convenience upon varying
periods of at least three months advance notice. Upon a
termination of the agreement, depending upon the circumstances,
the parties have varying rights and obligations with respect to
the grant of continuing license rights, continued
commercialization rights and continuing royalty obligations, in
each case with respect to the three categories of products
within the collaboration (generally, products covered by
Predixs intellectual property licensed to Amgen, products
discovered by Amgen and products in-licensed or otherwise
acquired by Amgen).
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Predix estimates that upon its receipt of the $20 million
upfront payment by Amgen under the agreement, its cash, cash
equivalents and marketable securities will be sufficient to fund
its operations, on a stand-alone basis, through the end of 2006
based on Predixs current plans, expense rates, targeted
timelines and its view regarding the progression of its product
candidates through clinical trials. The license granted under
this agreement does not affect Predixs rights to continue
development and commercialization, alone or in collaboration
with a third party, of the compounds and products within its
other existing research and development programs, including, but
not limited to, the PRX-00023, PRX-03140, PRX-08066 and
PRX-07034
clinical programs.
Predix expects that a substantial portion of its near term, and
possibly long term, revenues will be generated from its
agreement with Amgen. If Amgen were to terminate this agreement,
fail to meet its obligations or otherwise decrease its
commitment thereunder, Predixs future revenues could be
materially adversely affected and the development and
commercialization of Predixs S1P1 discovery program would
be interrupted. In addition, if Predix and Amgen do not achieve
some or any of the development and regulatory milestones, or
Amgen does not achieve certain net sales thresholds as set forth
in the agreement, Predix will not fully realize the expected
benefits of the agreement. Further, the achievement of the
various milestones under the agreement depend on factors that
are outside of Predixs control and most are not expected
for several years, if at all. Predixs receipt of revenues
under its agreement with Amgen will be directly affected by the
level of efforts of Amgen and Predix cannot control whether
Amgen will devote sufficient resources to development or
commercialization of the technology under the agreement or
whether Amgen will elect to pursue the development or
commercialization of alternative products or services.
Disagreements with Amgen could delay or terminate the continued
development and commercialization of the licensed products by
Amgen or result in litigation, any of which could have a
material adverse affect on Predixs business, financial
condition and results of operations. If Predixs agreement
with Amgen is terminated prior to expiration, Predix would be
required to enter into other strategic relationships or find
alternative ways of continuing its S1P1 program. Predix cannot
assure you that it would be able to enter into a similar
agreement with another company with sufficient drug development
capabilities to commercialize this technology, and its failure
to do so could materially and adversely affect its ability to
generate revenues.
THE
STOCKHOLDER MEETINGS
The date, time and place of the stockholder meetings of EPIX and
Predix have not changed and remain as follows:
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For EPIX stockholders:
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For Predix stockholders:
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August 15, 2006
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August 15, 2006
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10:00 a.m., local time
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9:00 a.m., local time
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Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
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Goodwin Procter LLP
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One Financial Center
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Exchange Place
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Boston, Massachusetts 02111
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Boston, Massachusetts 02109
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As set forth in the joint proxy statement/prospectus,
stockholders of EPIX will be asked, at EPIXs annual
meeting of stockholders, to approve the issuance of shares of
EPIX common stock in the merger and the merger, to approve an
amendment to EPIXs restated certificate of incorporation,
to authorize the EPIX board of directors to effect a reverse
stock split, to elect directors and to ratify the selection of
EPIXs independent registered public accounting firm. The
EPIX board of directors has determined and believes that the
issuance of shares of EPIX common stock in the merger and the
merger and the other proposals described in the joint proxy
statement/prospectus are advisable to, and in the best interest
of, EPIX and its stockholders, and recommends that the holders
of EPIX common stock vote FOR such proposals at the
annual meeting of stockholders of EPIX.
As set forth in the joint proxy statement/prospectus,
stockholders of Predix will be asked, at Predixs special
meeting of stockholders, to approve and adopt the merger
agreement and to approve the merger. The Predix board of
directors has determined and believes that the merger is
advisable to, and in the best interest
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of, Predix and its stockholders, and recommends that the Predix
stockholders vote FOR such proposal at the special
meeting of stockholders of Predix.
The boards of directors of EPIX and Predix have fixed
June 28, 2006 as the record date for the determination of
stockholders entitled to notice of, and to vote at, the annual
meeting of stockholders of EPIX and the special meeting of
stockholders of Predix, respectively, and any adjournment or
postponement thereof. Stockholders of record on such date may
vote in person at the meeting or vote by proxy using the proxy
card enclosed with the joint proxy statement/prospectus or the
proxy card enclosed herewith.
If you have already delivered a properly executed proxy card,
you do not need to do anything unless you wish to revoke or
change your vote. You may still attend the meeting and vote in
person if you have already voted by proxy. You may change your
vote at any time before your proxy is voted at either the annual
meeting of EPIX stockholders or the special meeting of Predix
stockholders. You can do this in one of three ways as described
in greater detail under The Annual Meeting of EPIX
Stockholders Voting and Revocation of Proxies
beginning on page 57 of the joint proxy
statement/prospectus and The Special Meeting of Predix
Stockholders Voting and Revocation of Proxies
on page 60 of the joint proxy statement/prospectus. First,
you can send a written notice stating that you would like to
revoke your proxy. Second, you can submit new proxy instructions
either on a new proxy card and if you are an EPIX stockholder
also, by telephone or via the Internet. Third, you can attend
the meeting and vote in person. Your attendance alone will not
revoke your proxy. If you have instructed a broker to vote your
shares of EPIX common stock, you must follow directions received
from your broker to change those instructions. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO VOTE BY PROXY
TO ENSURE YOUR VOTE IS COUNTED.
CAUTIONARY
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This supplement includes statements which constitute
forward-looking statements within the meaning of the
safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Words such as
anticipate, believes,
budget, continue, could,
estimate, expect, forecast,
intend, may, plan,
potential, predicts,
project, should, will and
similar expressions are intended to identify such
forward-looking statements. Forward-looking statements in this
supplement include, without limitation, statements regarding the
impact of the proposed merger, the payment of the milestone and
future expectations concerning available cash and cash
equivalents, the expected impact of and other matters relating
to the license agreement between Predix and Amgen, and other
matters that involve known and unknown risks, uncertainties and
other factors that may cause actual results, levels of activity,
performance or achievements to differ materially from results
expressed in or implied by this supplement. Such risk factors
include, among others, those set forth in the joint proxy
statement/prospectus under the caption Risk Factors,
beginning on page 21 of the joint proxy
statement/prospectus.
Actual results may differ materially from those contained in the
forward-looking statements in this supplement. You are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date of this supplement. All prior
and subsequent written and oral forward-looking statements
concerning the merger and other matters addressed in this
supplement and attributable to EPIX or any person acting on its
behalf are expressly qualified in their entirety by the
cautionary statements included or referred to in this
supplement. Except to the extent required by applicable law or
regulation, EPIX does not undertake any obligation to republish
revised forward-looking statements to reflect events and
circumstances after the date of this supplement or to reflect
the occurrence of unanticipated events.
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