Filed 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: Enzon Pharmaceuticals, Inc.
NPS Pharmaceuticals, Inc.
Commission File No. 000-12957
The following materials were distributed by Enzon Pharmaceuticals, Inc. (“Enzon”) and NPS Pharmaceuticals, Inc. (“NPS”) to attendees of the 6th Annual Lehman Brothers’ Global Healthcare Investment Conference held in Miami Beach, Florida on March 5, 2003 to discuss the proposed business combination between Enzon and NPS.
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Safe Harbor Cautionary Statement For The Purpose Of The “Safe
Harbor” Provisions This presentation
contains forward-looking statements within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform
Act of 1995. These statements are based on management’s current
expectations and 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 in this presentation include statements about
future financial and operating results and the proposed NPS/Enzon merger.
These statements are not guarantees of future performance, involve
certain risks, uncertainties and assumptions that are difficult to
predict, and are based upon assumptions as to future events that may
not prove accurate. Therefore, actual outcomes and results may differ
materially from what is expressed herein. For example, if either of
the companies do not receive required stockholder or governmental approvals
or fail to satisfy other conditions to closing, the transaction will
not be consummated. In any forward-looking statement in which NPS or
Enzon expresses an expectation or belief as to future results, such
expectation or belief is expressed in good faith and believed to have
a reasonable basis, but there can be no assurance that the statement
or expectation or belief will result or be achieved or accomplished.
The following factors, among others, could cause actual results to
differ materially from those described in the forward-looking statements:
the risk that the NPS and Enzon businesses will not be integrated successfully;
costs related to the proposed merger, failure of the NPS or Enzon stockholders
to approve the proposed merger; and other economic, business, competitive
and/or regulatory factors affecting NPS’ and Enzon’s businesses
generally as set forth in NPS’s and Enzon’s filings with
the SEC, including their Annual Reports on Form 10-K for their respective
most recent fiscal years, especially in the Management’s Discussion
and Analysis section, their most recent Quarterly Reports on Form 10-Q
and their Current Reports on Form 8-K. NPS and Enzon are under no obligation
to (and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new information,
future events or otherwise. |
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Additional Information And Where To Find It
In connection
with the proposed NPS/Enzon merger, NPS, Enzon and Momentum Merger Corporation
(which will be renamed by
NPS and Enzon in connection with the proposed merger) intend to file
a joint proxy statement/prospectus with the Securities and Exchange
Commission (the “SEC”) in connection with the transaction
described herein. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE
IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION DESCRIBED
HEREIN. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus (when it is available) and other documents
filed by NPS and Enzon with the SEC at the SEC’s web site at
www.sec.gov or by contacting NPS at 801-583-4939 and through NPS’s
website at www.npsp.com, or by contacting Enzon at 908-541-8678 and
through Enzon’s website at www.enzon.com. NPS and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of NPS and Enzon in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the joint proxy statement/prospectus described above. Additional information regarding these directors and executive officers is also included in NPS’ proxy statement for its 2002 Annual Meeting of Stockholders, which was filed with the SEC on or about April 19, 2002. This document is available free of charge at the SEC’s web site at www.sec.gov or by contacting NPS at 801-583-4939 and through NPS’ website at [www.npsp.com] Enzon and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of Enzon and NPS in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein will be included in the joint proxy statement/prospectus described above. Additional information regarding these directors and executive officers is also included in Enzon’s proxy statement for its 2002 Annual Meeting of Stockholders, which was filed with the SEC on or about October 28, 2002. This document is available free of charge at the SEC’s web site at www.sec.gov or by contacting Enzon at 908-541-8678. |
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Our Mutual Goal |
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To Build a Sustainable
Top-Tier Biotech
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| • | A deep, diversified & sustainable
pipeline |
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| • | A clearly defined pathway to profitability |
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| • | A
fully integrated infrastructure and stable financial position |
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Synergies
Expand and Accelerate Value Creation |
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| • | Expand pipeline development — e.g., CNS product opportunities |
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| • | Accelerate
program development — e.g., ALX-0600 for multiple indications |
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| • | Financial
strength + commercial capacity = maximize strategic opportunities — In-license products and technologies — Optimize PREOS partnership |
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Transaction Specifics
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| • | Summary: | ||
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Stock
for stock exchange |
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Timing:
Joint proxy filed in March Expected shareholder vote in June* |
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Bankers: • NPS: Morgan Stanley • Enzon: SG Cowen |
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Exchange
ratio calculated on approximately a 3 month Enzon trailing average |
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| • | New
Company Structure: |
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Hunter
Jackson, Executive Chairman of the Board |
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Arthur
Higgins, Chief Executive Officer |
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Board
Split: 6 from NPS, 4 from Enzon |
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Management
drawn from both companies |
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*Subject to stockholder and regulatory approvals and other customary closing
conditions |
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The Merger
Creates a Top-Tier Biotech
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| • | Management with a proven track record
of building businesses |
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| • | Strong,
dependable revenues |
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| • | Commercial
infrastructure |
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| • | Drug
discovery and development expertise |
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| • | Manufacturing
capacity and expertise |
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Post Merger Strengths
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| • | Fully
Integrated: |
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From
drug discovery through manufacturing and commercialization |
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| • | Innovative
and Robust Pipeline: |
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~$150M
R&D Budget * |
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Phase
III: 2 Programs |
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Phase
II: 3 Programs |
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>10
early stage programs |
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Multiple
Platform Technologies
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*
Based upon 2003 pro-forma financials |
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Post
Merger Strengths
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| • | Solid
financial infrastructure:* |
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Revenue
of ~$200M from 5 marketed products |
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>$300
million cash (at closing) |
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Solid
cash flow |
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| • | Significant
partnerships validate R&D strengths: |
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| Amgen |
Janssen |
Nektar |
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| AstraZeneca |
Kirin |
SkyePharma |
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| GSK |
Schering- Plough |
MicroMet |
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*
Based upon 2003 pro-forma financials |
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PEG-INTRON: L-T Growth Driver
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| • | HCV—an
under-treated epidemic |
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Est.
4 Million U.S./4 Million EU |
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| • | Re-treatment
patients |
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~200,000
patients |
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| • | Maintenance
therapy |
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CO-PILOT
study ongoing |
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| • | Geographic & indication
expansion |
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Japan — Est.
2 million infected |
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Oncology/HIV |
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Product
Pipeline & Marketed Products |
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Stage of Development |
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Product |
Preclinical/ Research |
Phase I | Phase II | Phase III | Marketed | Indication(s) | Partner | ||
| PEG-INTRON
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Hepatitis C | Schering-Plough | ||||||
| ABELCET |
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Antifungal | Proprietary | ||||||
| ADAGEN |
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SCIDS | Proprietary | ||||||
| ONCASPAR | |
ALL/Leukemia
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Proprietary | ||||||
| DEPOCYT |
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Lymphomatous Meningitis | Proprietary | ||||||
| Cinacalcet
HCl |
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Secondary HPT | Amgen/Kirin | ||||||
| PREOS |
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Osteoporosis | Proprietary | ||||||
| PROTHECAN |
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Various cancers | Proprietary | ||||||
| ALX-0600 |
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GI Disorders | Proprietary | ||||||
| Cinacalcet
HCl |
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Primary HPT | Amgen/Kirin | ||||||
| NPS 1776 |
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Epilepsy / Migraine | Proprietary | ||||||
| NPS 1506 |
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Acute Depression | Proprietary | ||||||
| Calcilytics
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Osteoporosis | GSK | ||||||
| PEG-Cytotoxics |
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Various tumors | Proprietary | ||||||
| Glycine
Re-Uptake Inhibitors |
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Schizophrenia and Dementia | Janssen | ||||||
| Metabotropic Glutamate Receptors |
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Neurological disorders | AstraZeneca | ||||||
| SCA’s
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Immunology | Micromet | ||||||
| Inhaled
Leuprolide |
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Cancer | Nektar | ||||||
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= Enzon | |
= NPS | ||||||
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5 Marketed Products |
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| • | PEG-INTRON ® |
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| • | ABELCET ® |
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| • | ONCASPAR ® |
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| • | DEPOCYT ® |
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| • | ADAGEN ® |
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| • | Amphotericin
B lipid complex with reduced nephrotoxicity |
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| • | Amphotericin
B has the broadest spectrum of activity of any antifungal agent |
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| • | ABELCET
is the market leader and Amphotericin B lipid formulation of
choice |
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| • | ABELCET
is the most efficacious lipid formulation |
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| • | Focused
marketing and medical effort |
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| • | Evaluate
new treatment paradigms |
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Additional
Marketed Products
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| • | ONCASPAR
(Pegylated Asparaginase) |
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Indicated
for acute lymphoblastic leukemia |
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Stable
sales growth |
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| • | DEPOCYT
(Cytarabine liposome injection) |
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Treatment
of neoplastic meningitis |
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Significant
growth potential |
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| • | ADAGEN
(Pegylated bovine ADA) |
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ADA
deficient SCIDS (Bubble Boy Disease) |
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Lifetime
therapy for limited population |
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2
Phase III Clinical Products
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| • | PREOS™ |
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| • | Cinacalcet HCl |
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PREOS (Intact Human Parathyroid Hormone)
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| • | Stimulates
natural bone growth, with potential for: |
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Stronger,
healthier bones |
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A
lower risk of fracture |
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| • | Strong
Phase II results: |
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12
month BMD increases up to 7% |
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No
serious AEs at any dose |
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| • | Recent PaTH data supports Phase II results and possible PREOS and alendronate combination | |||
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PREOS
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| • | Pivotal
Phase III study to be completed in September 2003 |
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| • | FDA
submission targeted for mid-2004 |
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| • | Current
launch anticipated by late 2005 |
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| • | Expect
to compete in a large and growing market |
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| • | Combination
offers the ability to more aggressively execute development program and
negotiate an optimal partnership |
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Cinacalcet HCl for HPT
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| Market
opportunity (U.S.) |
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| Primary
HPT 500,000 patients |
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| Secondary
HPT 260,000 dialysis patients |
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| Secondary
HPT 800,000 predialysis patients |
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| No
specific pharmaceutical therapies - calcimimetics are first in class |
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Cinacalcet HCl
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| • | Phase
III program on-going by Amgen |
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| • | Amgen
confirms 2H 03 NDA filing |
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| • | First-in-class
molecule in growing market |
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| • | Potential
for significant royalty stream |
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Product
Pipeline & Marketed Products
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Stage
of Development
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Product |
Preclinical/ Research |
Phase I | Phase II | Phase III | Marketed | Indication(s) | Partner | ||
| PEG-INTRON
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Hepatitis C | Schering-Plough | ||||||
| ABELCET |
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Antifungal | Proprietary | ||||||
| ADAGEN |
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SCIDS | Proprietary | ||||||
| ONCASPAR | |
ALL/Leukemia
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Proprietary | ||||||
| DEPOCYT |
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Lymphomatous Meningitis | Proprietary | ||||||
| Cinacalcet
HCl |
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Secondary HPT | Amgen/Kirin | ||||||
| PREOS |
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Osteoporosis | Proprietary | ||||||
| PROTHECAN |
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Various cancers | Proprietary | ||||||
| ALX-0600 |
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GI Disorders | Proprietary | ||||||
| Cinacalcet
HCl |
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Primary HPT | Amgen/Kirin | ||||||
| NPS
1776 |
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Epilepsy / Migraine | Proprietary | ||||||
| NPS
1506 |
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Acute Depression | Proprietary | ||||||
| Calcilytics
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Osteoporosis | GSK | ||||||
| PEG-Cytotoxics |
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Various tumors | Proprietary | ||||||
| Glycine
Re-Uptake Inhibitors |
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Schizophrenia and Dementia | Janssen | ||||||
| Metabotropic
Glutamate Receptors |
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Neurological disorders | AstraZeneca | ||||||
| SCA’s
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Immunology | Micromet | ||||||
| Inhaled
Leuprolide |
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Cancer | Nektar | ||||||
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= Enzon | |
= NPS | ||||||
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Combined
Management Team Includes:
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| • | Hunter Jackson, Ph.D. (NPS) | |||
| • | Executive
Chairman of the Board |
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| • | Arthur J. Higgins (Enzon) | |||
| • | Chief
Executive Officer |
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| • | Ulrich Grau, Ph.D. (Enzon) | |||
| • | Chief
Scientific Officer |
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| • | Kenneth J. Zuerblis (Enzon) | |||
| • | Vice
President, Finance, Chief Financial Officer & Secretary |
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| • | Thomas B. Marriott, Ph.D. (NPS) | |||
| • | Vice
President Development Research |
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| • | Alan Mueller, Ph.D. (NPS) | |||
| • Vice
President Discovery Research |
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Selected
Pro-Forma Financials
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| Pro-Forma Operating Summary | (US$ in millions) | ||||
| Year Ending December 31, | Pro Forma 2002 | ||||
| Product Revenues: | |||||
| Sales | $ | 31.5 | |||
| Royalties | $ | 82.6 | |||
| $ | 114.1 | ||||
| Expenses: | |||||
| SG&A | $ | 48.0 | |||
| R&D | $ | 102.0 | |||
| Long-Term Convertible Debt | $ | 400.0 | |||
| Ending Cash Balance |
$ | 380.0 | |||
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Expected Milestones and News Flow |
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| = NPS | = Enzon | |||||||||
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| Type | 2003 |
2004 | 2005 |
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| Clinical Data | Phase
III Cinacalcet HCl data in secondary HPT |
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| Regulatory | File
Cinacalcet NDA |
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| Clinical Data | PREOS
2-year rat toxicology study data |
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| Clinical Data | PREOS
Top Study completed |
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| Clinical Data | Phase
IIa results from PROTHECAN |
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| Clinical Data | Initiate
additional PII/III ALX-0600 (SBS) |
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| Market Data | Results
from HCV maintenance studies (Co-PILOT, PEG-Intron; HALT-C, Pegasys) |
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| Regulatory | File
PREOS NDA |
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| Regulatory | Initiate
Prothecan Phase III clinical program |
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| Clinical Data | Phase
III PREOS POWER study data |
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| Clinical Data | Phase
III PREOS TOP study data (full 18 months) |
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| Regulatory | Cinacalcet
HCl approval & launch in the U.S. and Europe |
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| Regulatory | File IND for two SCA Projects | |||||||||
| Regulatory | File IND on inhaled Leuprolide (Nektar) for cancer | |||||||||
| Regulatory | PREOS approval in U.S | |||||||||
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Synergies
Expand and Accelerate
Value Creation |
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| • | Expand
pipeline development — e.g., CNS product opportunities |
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| • | Accelerate
program development — e.g., ALX-0600 for multiple indications |
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| • | Financial
strength + commercial capacity = maximize strategic opportunities — In-license products and technologies — Optimize PREOS partnership |
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2007… Where We’re Going
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| • | Top-tier
biotechnology company |
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| • | Strong,
balanced clinical pipeline |
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| • | Revenue > $500M |
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| • | R&D
budget > $180M |
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| • | EBITDA > $100M |
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| • | Industry
leading growth rate |
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| • | Cash > $500M |
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