UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): November 9, 2009
ENZON
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-12957
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22-2372868
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(State
or Other Jurisdiction ofIncorporation)
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(CommissionFile
Number)
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(IRS
Employer Identification No.)
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685
Route 202/206, Bridgewater, NJ
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08807
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's telephone number,
including area code: (908)
541-8600
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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■
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
8 – Other Information
Item
8.01. Other Events.
On
November 9, 2009, Enzon Pharmaceuticals, Inc. issued a press release regarding
the sale of its specialty pharmaceutical business. A copy of the
press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Exhibit
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99.1
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Enzon
Pharmaceuticals, Inc. press release, dated November 9,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: November
9, 2009
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ENZON
PHARMACEUTICALS, INC.
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By:
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/s/
Jeffrey H. Buchalter
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Name:
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Jeffrey
H. Buchalter
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Title:
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President
and Chief Executive Officer
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Exhibit
Index
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Exhibit
No.
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Exhibit
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99.1
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Enzon
Pharmaceuticals, Inc. press release, dated November 9,
2009.
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Exhibit 99.1
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For Immediate Release |
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Contact:
Craig Tooman
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EVP,
Finance and Chief
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Financial
Officer
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908-541-8777
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ENZON
ANNOUNCES AGREEMENT TO SELL SPECIALTY PHARMACEUTICAL BUSINESS
--sigma-tau
to acquire business for approximately $327 million in cash plus
royalties--
Bridgewater,
NJ - November 9, 2009 – Enzon Pharmaceuticals, Inc. (Nasdaq: ENZN) today
announced that it has entered into a definitive agreement to sell its specialty
pharmaceutical business to the sigma-tau Group for $300 million plus an
additional amount of up to $27 million based on success milestones. Enzon will
also receive royalties of 5 to 10 percent on incremental net sales above a 2009
baseline amount from Enzon’s four marketed specialty pharmaceutical products
through 2014.
Enzon’s
specialty pharmaceutical business includes four marketed products: Oncaspar®,
Adagen®, DepoCyt®, and Abelcet®, as well as the manufacturing facility in
Indianapolis, Indiana which will be purchased by a US subsidiary of Sigma-Tau
Pharmaceuticals, Inc. (Maryland). Sigma-Tau Pharmaceuticals will
distribute the products in the US market.
After
the sale of these assets, Enzon’s businesses will consist of its royalties, Peg
SN38 and our LNA and PEG technology platforms. “Enzon’s Board of Directors is
evaluating options to return most of the value of this sale to shareholders”
stated Alex Denner, Chairman. “We will refocus the company on our royalty
business, pipeline, and technology platforms.”
“sigma-tau
is a great strategic fit for this business, as they have the presence and
expertise to effectively market these products in all geographic areas,” said
Jeffrey H. Buchalter, Enzon’s president and
CEO.
sigma-tau
is a global R&D driven, Italian-owned pharmaceutical company dedicated,
among other areas, to developing and commercializing medicines for rare
diseases. This acquisition will expand sigma-tau’s current presence in the US
and in new therapeutic areas.
“sigma-tau is dedicated to providing novel therapeutics
to patients suffering from rare diseases and other unmet medical needs,” said
Claudio Cavazza, sigma-tau’s President. “Through the acquisition of Enzon’s
specialty pharmaceutical business, we will
increase our presence in the field of rare diseases with products of great value
which are the result of an outstanding research activity. sigma-tau is
determined to continue Enzon’s excellent work, especially in the field of rare
diseases which is a particularly stimulating one as it aims at tackling
life-threatening conditions which all too often affect the very
young.”
The
transaction may be deemed to constitute a sale of “substantially all” of Enzon’s
assets under Delaware law and, therefore, is conditioned upon the approval by
the holders of a majority of Enzon’s outstanding shares of common
stock. The transaction also is conditioned upon sigma tau’s receipt
of funds under a bank commitment letter received by sigma tau and the expiration
or termination of any applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and any corresponding laws of other
685
Route 202/206
Phone: (908)
541-8600 Fax: (908) 575-9457
http://www.enzon.com
jurisdictions. There
are certain other customary conditions. The transaction is expected
to be completed during the first quarter of 2010.
Goldman,
Sachs & Co. and Greenhill & Co. acted as financial advisors to Enzon,
and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to the
Company.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
Enzon
Pharmaceuticals, Inc. (“Enzon”) will file with
the Securities and Exchange Commission (the “SEC”) a current report
on Form 8-K, which will include the purchase agreement. The proxy statement that
Enzon plans to file with the SEC and mail to stockholders will contain
information about Enzon, the proposed transaction and related matters.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS
AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD
CONSIDER BEFORE MAKING A DECISION ABOUT THE PROPOSED TRANSACTION. In addition to
receiving the proxy statement from Enzon by mail, stockholders will be able to
obtain the proxy statement, as well as other filings containing information
about Enzon, without charge, from the SEC's website at www.sec.gov or, without
charge, from Enzon at www.enzon.com. This announcement is not a solicitation of
proxy.
Enzon and its directors and executive officers and
certain other members of management may be deemed to be participants in the
solicitation of proxies in connection with the proposed transaction. Except
as noted below, information concerning Enzon’s participants is
set forth in the proxy statement for Enzon’s 2009 annual
meeting of stockholders, which was filed with the SEC on Schedule 14A on April
13, 2009 (the “2009 Proxy Statement”). Additional
information regarding the interests of Enzon’s participants in
the solicitation of proxies in connection with the proposed transaction will be
included in the proxy statement to be filed with the SEC. Enzon's press releases
and other information about Enzon are available at Enzon’s website at
www.enzon.com.
Harold
J. Levy joined Enzon’s Board of
Directors subsequent to Enzon’s 2009 annual
meeting of stockholders. Information with respect to Mr. Levy’s interest in
Enzon is set forth in the Form 3 filed by him with the SEC on July 31, 2009. Mr.
Levy is the Co-President, Co-Chief Executive and Co-Chief Investment Officer of
Iridian Asset Management LLC (“Iridian”). Information
with respect to Iridian’s interest in
Enzon is set forth in the 2009 Proxy Statement. Mr. Levy has shared investment
and dispositive power over the shares of Enzon’s common stock held by Iridian.
Mr. Levy disclaims beneficial ownership of such shares.
About
Enzon
Enzon
Pharmaceuticals, Inc. is a biopharmaceutical company dedicated to developing,
manufacturing and commercializing important medicines for patients with cancer
and other life-threatening conditions. The Company has a portfolio of four
marketed products, Oncaspar®, DepoCyt®, Abelcet® and Adagen®. Enzon’s drug
development programs utilize several cutting-edge approaches, including its
industry-leading PEGylation technology platform and the Locked Nucleic Acid
(LNA) technology. Enzon’s PEGylation technology was used to develop
two of its products, Oncaspar and Adagen, and has created a royalty revenue
stream from licensing partnerships for other products developed using the
technology. Enzon also engages in contract manufacturing for several
pharmaceutical companies to broaden its revenue base. Further information about
Enzon and this press release can be found on the Company’s web site at www.enzon.com.
About
sigma-tau
sigma-tau is a leading,
international, pharmaceutical group with a wholly Italian-owned capital that
invests in the research, development and marketing of innovative and effective
treatments to improve patient well-being and quality of life. sigma-tau has its
headquarters in Pomezia (Rome, Italy), and subsidiaries in France, Switzerland,
Belgium, the Netherlands, Portugal, Germany, the UK, USA and India, as well as
in Spain and
685
Route 202/206
Phone: (908)
541-8600 Fax: (908) 575-9457
http://www.enzon.com
Sudan
where the Group operates two production facilities. It has over 2300 employees
and an extensive network of licensees worldwide. sigma-tau was founded in Italy
in 1957 and achieved a global turnover of € 613 million ($909
million) in 2008. sigma-tau SpA consistently invests approximately 16% of its
annual turnover in R&D. sigma-tau’s R&D staff of approximately 400
people is currently running 46 R&D projects. A
total of 13 NCEs and 12 known molecular entities in 33 different indications are
at various stages of development. Among them, several are aimed at rare
diseases. Therapeutic areas in which the company’s research and
development are focused include metabolism, neurology, cardiovascular, oncology
and immunology.
sigma-tau
website: www.sigma-tau.it
Sigma-Tau Pharmaceuticals, Inc.
(STPI) is the U.S. based, wholly owned subsidiary of the sigma-tau Group,
and is dedicated solely to the development and commercialization of medicines
for patients with rare diseases. With more than 6,000 identified rare diseases
that affect approximately 25 million patients in the United States, STPI places
its considerable scientific resources behind the discovery and development of
compounds that benefit the few. STPI is based in Gaithersburg,
Maryland.
For
more information about the company, visit www.sigmatau.com
Company
Contact – Gregg Lapointe, CEO, Phone # 301-670-5459 or Marc Tewey, Phone #
301-670-1518
Forward
Looking Statements
There are forward-looking statements
contained herein, which can be identified by the use of forward-looking
terminology such as the words “believes,” “expects,” “may,”
“will,” “should,” “potential,” “anticipates,” “plans” or “intends” and similar
expressions. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results, events or
developments to be materially different from the future results, events or
developments indicated in such forward-looking statements. Such factors include,
but are not limited to: the timing, success and cost of clinical studies; the
ability to obtain regulatory approval of products; market acceptance of, and
continuing demand for, Enzon’s products and the impact of competitive products
and pricing. A more detailed discussion of these and other factors
that could affect results is contained in our filings with the U.S. Securities
and Exchange Commission, including our annual report on Form 10-K for the year
ended December 31, 2008. These factors should be considered
carefully and readers are cautioned not to place undue reliance on such
forward-looking statements. No assurance can be given that the future
results covered by the forward-looking statements will be achieved. All
information in this press release is as of the date of this press release and
Enzon does not intend to update this information.
685
Route 202/206
Phone: (908)
541-8600 Fax: (908) 575-9457
http://www.enzon.com