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) February 20, 2003
ENZON PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-12957 22-2372868
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification)
685 Route 202/206, Bridgewater, New Jersey 08807
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code: (908) 541-8600
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ENZON, INC.
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(Former name or former address, if changed since last report)
Item 5. Other Events
On February 20, 2003, Enzon Pharmaceuticals, Inc. ("Enzon") and NPS
Pharmaceuticals, Inc. ("NPS") announced that they had entered into an Agreement
and Plan of Reorganization, dated as of February 19, 2003 (the "Merger
Agreement"), which sets forth the terms and conditions of the proposed merger of
equals (the "Merger") of NPS and Enzon. Pursuant to the Merger Agreement, a
subsidiary ("NPS Merger Sub") of a newly organized Delaware corporation
("Holdco") will merge (the "NPS Merger") with and into NPS, with NPS surviving
as a wholly owned subsidiary of Holdco, and Enzon will merge (the "Enzon
Merger") with and into another subsidiary ("Enzon Merger Sub") of Holdco , with
Enzon Merger Sub surviving as a wholly owned subsidiary of Holdco.
The Merger is intended to qualify as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Consummation of the Merger is subject to various conditions, including the
approval by both Enzon's and NPS's stockholders and the receipt of required
regulatory approvals. A copy of the Merger Agreement is included herein as
Exhibit 2.1.
Concurrently with the execution of the Merger Agreement, and in
consideration thereof, (i) certain stockholders of Enzon entered into individual
agreements with NPS (collectively the "NPS Voting Agreement") whereby each such
stockholder agreed to vote all of the shares of the common stock of Enzon
beneficially owned by such stockholder in favor of approval and adoption of the
Merger Agreement and approval of the Enzon Merger and certain related matters
and (ii) certain stockholders of NPS entered into individual agreements with
Enzon (collectively the "Enzon Voting Agreement") whereby each such stockholder
agreed to vote all of the shares of the common stock of NPS beneficially owned
by such stockholder in favor of approval and adoption of the Merger Agreement
and approval of the NPS Merger and certain related matters. A copy of the form
of each of the NPS Voting Agreement and the Enzon Voting Agreement are included
herein as Exhibit 99.1 and Exhibit 99.2, respectively.
The Merger Agreement, the NPS Voting Agreement, the Enzon Voting
Agreement and the joint press release are incorporated herein by reference into
this Item 5 and the foregoing description of such documents and the transactions
contemplated therein are qualified in their entirety by reference to such
exhibits.
Item 7. Exhibits
(c) Exhibits. The following exhibits are filed herewith:
2.1 Agreement and Plan of Reorganization by and among NPS Pharmaceuticals,
Inc., Enzon Pharmaceuticals, Inc., Momentum Merger Corporation,
Newton Acquisition Corp., and Einstein Acquisition Corp., dated as of
February 19, 2003.
99.1 Form of Voting Agreement between NPS Pharmaceuticals and certain
stockholders of Enzon Pharmaceuticals, Inc.
99.2 Form of Voting Agreement between Enzon and certain stockholders of NPS
Pharmaceuticals, Inc.
Item 9. Regulation FD Disclosure
NPS Pharmaceuticals, Inc. (Nasdaq: NPSP) and Enzon Pharmaceuticals,
Inc. (Nasdaq: ENZN) announced today that they have signed a definitive agreement
to a merger of equals in a stock-for-stock transaction with a value of
approximately $1.6 billion. Under terms of the agreement, each Enzon shareholder
will receive 0.7264 shares of the new company's common stock for each Enzon
share owned. Each NPS shareholder will receive 1.00 share for each NPS share
owned. The combination will create a powerful, integrated biotechnology company
featuring demonstrated research capabilities, extensive drug development and
manufacturing expertise, an innovative product pipeline, established commercial
infrastructure, and a strong and growing revenue base.
NPS and Enzon will combine management and scientific talent to create a
new biotechnology leader. The new company will have one of the industry's
deepest and most innovative drug discovery and development pipelines addressing
opportunities in areas of unmet therapeutic need, combined with a number of
powerful revenue generators and over $300 million of cash. The company will be
headquartered in Bridgewater, New Jersey, and will maintain major research,
development and manufacturing facilities in Salt Lake City, Utah; Toronto,
Canada; Indianapolis, Indiana, and additional locations in New Jersey. Dr.
Hunter Jackson, currently the Chairman, President and CEO of NPS, will serve as
Executive Chairman of the new company, and Arthur J. Higgins, Enzon's Chairman,
President and CEO, will serve as the new company's Chief Executive Officer.
Teams from both companies have begun planning the post-merger integration
process, which will include introducing a new name.
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"Combining NPS's tremendous research and development capabilities with
Enzon's commercial and operating expertise will empower us to create a truly
integrated team addressing all aspects of operations. Our combined strength will
enable us to maximize success across a broad range of opportunities," said Dr.
Jackson. Mr. Higgins added, "Our new entity will possess all of the necessary
elements to emerge as a new biotechnology leader. With a high-potential product
pipeline, a growing revenue base, and a commitment to disciplined execution, we
are positioned for sustainable growth and expect to reach profitability in 2006
or before."
Marketed Products
Building on its established commercial organization, including a
hospital-based sales force and a focused specialty oncology sales team, the
newly formed company will immediately benefit from estimated revenues of
approximately $200 million for the year ending December 31, 2003. Company
revenues will be driven by four internally marketed products, as well as free
cash flow due to royalties on PEG-INTRON(R). The line-up of marketed products
includes:
o PEG-INTRON: a longer-acting form of INTRON(R) A (interferon
alfa-2b, recombinant) is used in the treatment of chronic
hepatitis C. This product uses proprietary PEG technology
developed by Enzon and is marketed by Schering- Plough.
o ABELCET(R): an antifungal used in hospitals to treat patients
with invasive fungal infections related to cancer, organ
transplantation and other conditions.
o ONCASPAR(R): a PEG-enhanced version of a naturally occurring
enzyme called L-asparaginase used in conjunction with other
chemotherapeutics to treat patients with acute lymphoblastic
leukemia.
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o DEPOCYT(R): an injectable chemotherapeutic for the treatment
of patients with lymphomatous meningitis.
o ADAGEN(R): a PEG-enhanced enzyme replacement therapy that is
used for the treatment of severe combined immunodeficiency
disease, or SCID, also known as the "Bubble Boy Disease."
Its revenue stream, in combination with a strong cash position, will
create the unusual but invaluable flexibility to selectively choose how it
commercializes its late stage pipeline, and optimizes the value of its product
development opportunities.
Pipeline Highlights
A distinguishing characteristic of the company is its combined pipeline
addressing significant unmet medical needs, including:
o Two Phase III programs: PREOS(TM) for the treatment of
osteoporosis, and cinacalcet HCl, which is being developed by
Amgen for the treatment of secondary hyperparathyroidism.
o Three Phase II programs: PROTHECAN(R) for various solid
tumors; ALX-0600 for Short Bowel Syndrome and other
gastrointestinal disorders; and cinacalcet HCl for primary
hyperparathyroidism.
o Over 10 specific early stage programs addressing unmet medical
needs in endocrinology, immunology, oncology, neurology, and
gastroenterology. Upon completion of the merger, the candidate
portfolio will be reviewed and resources will be focused on
the most promising programs.
Research Expertise
Scientifically, the new company will emphasize and build on its talents
and experience in discovery research. Proven research platforms of the combined
company will include small molecule discovery efforts targeting calcium
receptors, metabotropic glutamate receptors (mGluRs), and other G-protein
coupled receptors, plus technology to attach polyethylene glycol, or PEG, to
therapeutic molecules, and the SCA (single-chain antibody) program. Work in
these areas has led to a number of proprietary opportunities and joint research
programs, which will continue to be pursued by the new company. On-going
collaborations include calcilytics with GlaxoSmithKline, mGluRs with
AstraZeneca, drug delivery with Nektar Therapeutics and SkyePharma, and SCA with
Micromet. The goal of the new company's focus on discovery research is to move a
continuing stream of new product candidates into clinical development.
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The Transaction
The merger agreement has been unanimously approved by the boards of
directors of both companies, and is subject to certain closing conditions,
including approval by the shareholders of NPS and Enzon. Upon closing, which is
expected in June 2003, the board of directors will be composed of six
individuals from NPS's board and four from Enzon's, including both Dr. Jackson
and Mr. Higgins.
In the transaction, Morgan Stanley advised NPS and SG Cowen advised
Enzon.
Dr. Jackson and Mr. Higgins will discuss the proposed merger with
analysts and investors in a webcasted conference call at 10:00 a.m. EST.
Interested parties can join the webcast at www.videonewswire.com/newco/022003,
or dial into the conference call at 800-231-5571, locally, or 973-582-2703,
internationally.
NPS Pharmaceuticals discovers, develops and intends to commercialize
small molecules and recombinant proteins as drugs, primarily for the treatment
of bone and mineral, metabolic, gastrointestinal, and central nervous system
disorders.
Enzon Pharmaceuticals 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, 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.
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Cautionary Statement For The Purpose Of The "Safe Harbor" Provisions
Of The Private Securities Litigation Reform Act Of 1995
This press release 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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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.
Dated: February 21, 2003
By: /s/ Kenneth J. Zuerblis
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Kenneth J. Zuerblis
Vice President, Finance and
Chief Financial Office
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Reorganization by and among NPS Pharmaceuticals,
Inc., Enzon Pharmaceuticals, Inc., Momentum Merger Corporation,
Newton Acquisition Corp., and Einstein Acquisition Corp., dated as of
February 19, 2003.
99.1 Form of Voting Agreement between NPS Pharmaceuticals and certain
stockholders of Enzon Pharmaceuticals, Inc.
99.2 Form of Voting Agreement between Enzon and certain stockholders of NPS
Pharmaceuticals, Inc.