UNITED
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PROXY
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THE SECURITIES EXCHANGE ACT OF 1934
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Definitive
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Soliciting
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ENZON
PHARMACEUTICALS, INC.
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(Name
of Registrant as Specified in its Charter)
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Enzon
Pharmaceuticals, Inc. issued the following press release on December 22, 2009
related to its upcoming special meeting of stockholders.
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Contact:
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Craig
Tooman
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EVP,
Finance and Chief Financial Officer
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908-541-8777
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ENZON
SETS DATE OF SPECIAL MEETING OF STOCKHOLDERS
TO
APPROVE SALE OF SPECIALTY PHARMACEUTICAL BUSINESS
--
Announces Expiration of Waiting Period Under HSR Act --
BRIDGEWATER,
NJ – December 22, 2009 – Enzon Pharmaceuticals, Inc. (Nasdaq: ENZN) ("Enzon")
announced today that it has set Wednesday, January 27, 2010 as the date of the
special meeting of stockholders to vote on the proposed sale of its specialty
pharmaceutical business to the sigma-tau Group. Stockholders of record at the
close of business on December 7, 2009 are entitled to vote at the special
meeting, which will be held at the Helmsley Park Lane Hotel in New York, New
York at 11:00 a.m. EST. Enzon's proxy materials are being distributed
to all stockholders entitled to vote at the meeting.
Enzon
also announced that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended ("HSR Act"), applicable to the acquisition
expired as of 11:59 p.m. EST on Monday, December 21, 2009, with no action by either the Federal Trade Commission or
the U.S. Department of Justice.
The expiration of the waiting period under the HSR Act
satisfies one of the conditions necessary for the consummation of the
acquisition. Enzon presently expects to close the acquisition promptly
following the special meeting and the receipt of approval of a majority of
Enzon's outstanding shares of common stock.
As
previously announced, Enzon 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.
About
Enzon
Enzon
Pharmaceuticals, Inc is a biopharmaceutical company dedicated to the
development, manufacturing, commercialization of important medicines for
patients with cancer and other life-threatening conditions. Enzon has a
portfolio of four marketed products, Oncaspar®, DepoCyt®, Abelcet® and Adagen®.
The Company's drug development programs utilize several cutting-edge approaches,
including its industry-leading PEGylation technology platform used to create
product candidates with benefits such as reduced dosing frequency and less
toxicity. 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 the Company's revenue base. Further information about Enzon and this
press release can be found on the Company's web site at
www.enzon.com.
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 period 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.