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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 22, 2002
ENZON, INC
(Exact name of registrant as specified in its charter)
DELAWARE 0-12957 22-2372868
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
685 Route 202/206, Bridgewater, New Jersey 08807
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (732) 980-4500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On November 22, 2002, Enzon, Inc. announced the completion of its
acquisition of the North American rights to ABELCET(R) (Amphotericin B Lipid
Complex Injection) from Elan Corporation, plc. A copy of the press release dated
November 22, 2002 announcing the completion of the transaction is attached
hereto as Exhibit 99.1. Such Exhibit is incorporated by reference into this Item
5 and the foregoing statement is qualified in its entirety by reference to such
Exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit Number Description
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99.1 - Press Release, dated as of November 22, 2002
SIGNATURE
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.
ENZON, INC.
Date: November 22, 2002 By:________________________________
Kenneth J. Zuerblis
Vice President, Finance and
Chief Financial Officer
Exhibit 99.1
[LETTERHEAD OF ENZON] For Immediate Release
================================================================================
PRESS RELEASE Contact: Susan M. Mesco
Director Investor Relations
908-541-8678
Noonan Russo Presence
Ernie Knewitz, Media Relations
212-845-4253
ENZON COMPLETES ACQUISITION OF ABELCET(R) NORTH AMERICAN
BUSINESS FROM ELAN
BRIDGEWATER, NJ - November 22, 2002 -- Enzon, Inc. (NASDAQ:ENZN)
today announced the completion of the Company's acquisition of the North
American rights to Abelcet(R) (Amphotericin B Lipid Complex Injection) from Elan
Corporation, plc (NYSE: ELN). ABELCET is an antifungal used in the hospital to
treat patients with invasive fungal infections related to cancer, organ
transplantation and other conditions. Enzon has paid to Elan a cash payment of
$360 million, representing the final purchase price.
The purchase includes the operating assets associated with the
development, manufacture, sales and marketing of ABELCET in North America,
including a 56,000 square foot manufacturing facility in Indianapolis, Indiana.
Additionally, Enzon has hired certain Elan sales and plant personnel as part of
the acquisition.
"This transaction does much more than simply add to Enzon's top and bottom
lines, it brings a fully operational and profitable business to Enzon," said
Arthur J. Higgins, Enzon's chairman and chief executive officer. "We have firmly
anchored our strategy with the acquisition of ABELCET, an established product
that plays a well-defined and valuable role in the growing antifungal market.
Furthermore, this transaction sets the stage for continued growth bringing Enzon
the necessary infrastructure and added flexibility to continue to access
late-stage and marketed products."
The two companies have also agreed that for a maximum period of one year
and at the option of Enzon, Elan will continue to market ABELCET in Canada and
Elan will pay Enzon a royalty. The two companies have also entered into
long-term Manufacturing and Supply Agreements, whereby Enzon will continue to
manufacture products for Elan, including
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Enzon completed acquisition of Abelcet
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ABELCET, as Elan will retain the rights to market ABELCET in any markets outside
the United States, Canada, and Japan. As part of the sale, Elan has committed to
transfer its Japanese rights to Abelcet, to the extent they exist and are
transferable to Enzon.
ABELCET is a lipid complex formulation of amphotericin B providing
patients with significantly lower kidney toxicity than conventional amphotericin
B. The increase in severe fungal infections is driven primarily by advances in
medical treatment, such as increasingly aggressive chemotherapy procedures and
advances in transplantation procedures. These advances have given rise to an
increased number of immuno-compromised patients. The fungi that cause these
infections are normally combated by an individual's healthy immune system.
However, for immuno-compromised patients, such as individuals undergoing
chemotherapy, immunosuppression following transplantation, or HIV patients with
AIDS, these infections represent a major mortality risk.
SG Cowen Securities Corporation acted as financial advisor to Enzon.
Company management of Enzon will be hosting a conference call on Monday,
November 25, 2002 at 10:00AM EST provide additional financial guidance related
to the Company's acquisition of ABELCET. All interested parties can access the
call using the following information:
Domestic dial-in number 888-276-0007
International dial-in number 612-332-0228
Access Code 662201
Enzon's conference call will also be webcast in a "listen only" mode via
the internet at http://www.vcall.com. Additionally, for those parties unable to
listen at the time of Enzon's conference call, a rebroadcast will be available
following the call from Monday November 25, 2002 from approximately 3:30PM EST.
This rebroadcast will end on Monday, December 2, 2002 at 11:59PM EST. The
rebroadcast may be accessed using the following information:
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Enzon completed acquisition of Abelcet
Page 3
Domestic Dial-In Number: 800-475-6701
International Dial-In Number: 320-365-3844
Access Code 662201
Enzon is a biopharmaceutical company dedicated to the discovery,
development and commercialization of therapeutics to treat life-threatening
diseases. The company has developed three marketed products, including
PEG-INTRON(R), marketed by Schering-Plough. Enzon's product-focused strategy
includes an extensive drug development program that leverages the Company's PEG
modification and single-chain antibody (SCA(R)) technologies. Internal research
and development efforts are complemented by strategic transactions that provide
access to additional products, projects, and technologies. Enzon has several
drug candidates in various stages of development, independently and with
partners.
Except for the historical information herein, the matters discussed in
this news release include forward-looking statements that may involve a number
of risks and uncertainties. Actual results may vary significantly based upon a
number of factors, which are described in the Company's Form 10-K, Form 10-Q's,
Form 8-K's and other documents on file with the SEC, including without
limitation, risks in obtaining and maintaining regulatory approval for existing,
new or expanded indications and other regulatory risks, risks relating to the
manufacturing facility and Enzon's ability to manufacture pharmaceutical
products on a large scale, risks that customer inventory will be greater than
previously thought, risks concerning Enzon's ability to manage growth, market a
pharmaceutical product on a large scale and integrate and manage an internal
sales and marketing organization and maintain or expand sales and market share
for ABELCET, risks relating to the ability to ensure regulatory compliance,
risks that Enzon will not outperform the sector, risks related to the
acquisition, risks related to research and development costs and capabilities,
market acceptance of and continuing demand for Enzon's products and the impact
of increased competition, risks associated with anticipated top and bottom line
growth and the possibility that upside potential will not be achieved,
competitive products and pricing, and risks associated with the ownership and
use of intellectual property rights.
This release is also available at http://www.enzon.com
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