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
Filed by Enzon Pharmaceuticals, Inc.
Subject Company: Enzon Pharmaceuticals, Inc.
NPS Pharmaceuticals, Inc.
Commission File No. 000-12957
ENZON NPS
PHARMACEUTICALS PHARMACEUTICALS
Science, Pipeline, Products... Creating A New Biotechnology Leader
For Immediate Release Contact: David L. Clark
Vice President, Operations
NPS Pharmaceuticals, Inc.
(801) 583-4939
Susan Mesco
Director, Investor Relations
Enzon, Inc.
(908) 541-8678
NPS AND ENZON ANNOUNCE EXPIRATION OF HART-SCOTT-RODINO WAITING
PERIOD FOR PROPOSED MERGER
Salt Lake City, UT, & Bridgewater, NJ, -- April 9, 2003 -- NPS
Pharmaceuticals, Inc. (NASDAQ: NPSP) and Enzon Pharmaceuticals, Inc. (NASDAQ:
ENZN) today announced the expiration of the waiting period required under the
Hart-Scott-Rodino Antitrust Improvements Act in connection with the previously
announced proposed merger of NPS and Enzon. The expiration of the waiting period
means that the requirements of the Hart-Scott-Rodino Act have been satisfied.
NPS and Enzon expect to close the proposed merger promptly after approval by
their respective stockholders.
Additional Information About the Proposed Merger and Where to Find it
In connection with the proposed NPS-Enzon merger, NPS, Enzon and
Momentum Merger Corporation have caused to be filed with the SEC a registration
statement on Form S-4, which includes a joint proxy statement/prospectus in
connection with the transaction described herein. INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS
IMPORTANT INFORMATION ABOUT THE TRANSACTION DESCRIBED HEREIN. Investors and
security holders may obtain a free copy of the joint proxy statement/prospectus
and other documents filed by NPS and Enzon with the SEC at the SEC's web site at
http://www.sec.gov or by contacting NPS at 801-583-4939 and through NPS' website
at http://www.npsp.com, or by contacting Enzon at 908-541-8678 and through
Enzon's website at http://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 is included in the joint proxy statement/prospectus
described above. Additional information regarding these directors and executive
officers is also included in NPS' 2002 Annual Report on Form 10-K, which was
filed with the SEC on March 21, 2003. This document is available free of charge
at the SEC's web site at http://www.sec.gov or by contacting NPS at 801-583-4939
and through NPS' website at http://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 is 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 http://www.sec.gov
or by contacting Enzon at 908-541-8678 and through Enzon's website at
http://www.enzon.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the federal securities laws, including, without limitation,
statements regarding the proposed merger of NPS and Enzon. These statements are
subject to risks and uncertainties that could cause actual results and events to
differ materially, including, without limitation, the following: the approval of
the proposed merger by the stockholders of NPS and Enzon and the satisfaction of
closing conditions, including the receipt of regulatory approvals. A detailed
discussion of these and other risks and uncertainties that could cause actual
results and events to differ materially from such forward-looking statements is
included in the registration statement on Form S-4 filed with the SEC on March
24, 2003 by Momentum Merger Corporation and NPS' Annual Report on Form 10-K
filed with the SEC on March 21, 2003. Neither NPS nor Enzon undertakes any
obligation to update forward-looking statements to reflect events or
circumstances occurring after the date of this press release.
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