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
The following materials were distributed by Enzon Pharmaceuticals, Inc. (“Enzon”) to attendees of the CIBC World Markets 1st Annual Convertible Conference held on May 29, 2003, in New York, New York to discuss the proposed business combination between Enzon and NPS Pharmaceuticals, Inc.
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Safe Harbor Cautionary Statement For The Purpose Of The “Safe Harbor” Provisions Of The Private Securities Litigation Reform Act Of 1995 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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Safe Harbor continued 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) have filed a joint proxy statement/prospectus with the Securities and Exchange Commission (the “SEC”) in connection with the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE TRANSACTION. 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 is 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 proposed merger transaction. Information regarding the special interests of these directors and executive officers in the transaction 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 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 Based On: | |||
| • | A deep, diversified and sustainable pipeline | ||
| • | A clearly defined pathway to profitability | ||
| • | A fully integrated infrastructure and stable financial position | ||
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A Fully Integrated Biotechnology Leader
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Platform Technologies |
Preclinical | Phase I | Phase II | Phase III | Commercialization & Manufacturing |
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| • | PEGylation | • | SGA Projects |
• | Prothecan | |||||||||||||
| • | Single-Chain |
• | PEG-INTRON | |||||||||||||||
| • | PEG-Cytoxics | • | NPS 1776 | • | Cinacalcet | • | ABELCET | |||||||||||
| • | Inhaled Leuprolide | • | NPS 1506
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• | ALX-0600 | • | PREOS | • | ADAGEN | |||||||||
| • | Calcilytics | • | Cinacalcet | • | ONCASPAR | |||||||||||||
| • | GPCR's | • | Glycine Re-uptake Inhibitors |
• | DEPOCYT | |||||||||||||
| • | Metabotropic Glutamate Receptors | |||||||||||||||||
| NPS | |||
| ENZON | |||
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Synergies
Expand and Accelerate Value Creation |
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| • | Expand pipeline development | |||
| – | e.g., CNS product opportunities | |||
| • | Accelerate program development | |||
| – | e.g., ALX-0600 for multiple indications | |||
| • | Leverage financial strength and commercial capacity | |||
| – | e.g., in-license products and technologies, and optimize PREOS partnership | |||
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Transaction Specifics | ||||
| • | Summary | ||||
| – | Stock for stock exchange | ||||
| – | Timing | ||||
| • | Joint proxy filed in March | ||||
| • | Expected shareholder vote in July* | ||||
| • | New Company Structure: | ||||
| – | Hunter Jackson, Executive Chairman of the Board | ||||
| – | Arthur Higgins, Chief Executive Officer | ||||
| – | Board Split: 6 from NPS, 4 from Enzon | ||||
| – | Management drawn from both companies | ||||
| *Subject to stockholder and regulatory approvals and other customary closing conditions | |||||
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| The New Entity | ||
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| The Merger Creates a Top-Tier Biotech | |||
| • | Management with a proven record of building businesses | ||
| • | Drug discovery and development expertise | ||
| • | Manufacturing capacity and experience | ||
| • | Commercial infrastructure | ||
| • | Strong, dependable revenues | ||
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| Post Merger Strengths | ||||
| • | Fully integrated: | |||
| – | From drug discovery through manufacturing and commercialization | |||
| • | Innovative and robust pipeline: | |||
| – | ~$150M R&D budget * | |||
| – | Phase III: 2 programs | |||
| – | Phase II: 3 programs | |||
| – | >10 early stage programs | |||
| – | Multiple platform technologies | |||
| *Based upon 2003 pro-forma financials | ||||
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| Post Merger Strengths | ||||||
| • | Solid financial infrastructure:* | |||||
| – | Revenue of ~$170-180M from 5 marketed products | |||||
| – | >$300 million cash (at closing) | |||||
| – | Solid cash flow | |||||
| • | Significant partnerships validate R&D strengths: | |||||
| Amgen | Janssen | MicroMet | ||||
| AstraZeneca | Kirin | Nektar | ||||
| GSK | Schering- Plough |
SkyePharma | ||||
| *Based upon 2003 pro-forma financials | ||||||
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| Post-Merger Metrics | |||||||||||
| Comparable Company Analysis(a) | |||||||||||
| 2003 Est.
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Products |
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| Company | Market Value | Revenue | R&D | Marketed | Phase III | ||||||
| Millennium | $2,152.2 |
$402.5 |
$496.5 |
2 | -- | ||||||
| Celgene | $1,942.9 | $171.0 |
$ 89.8 |
1 | 1 | ||||||
| Amylin | $1,334.2 |
$ 49.4 |
$111.8 |
0 | 1 | ||||||
| Neurocrine |
$1,297.1 |
$ 92.0 |
$110.5 |
0 | 1 | ||||||
| ICOS | $1,055.7 |
$105.5 |
$157.5 |
1 | 1 | ||||||
| Enzon/NPS |
~$175.0 |
>$150.0 |
5 | 2 | |||||||
| (a) Projected
Financial Information as per Wall Street equity research and calendarized to reflect 12/31 year end |
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| Pipeline,
Products & Technologies |
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Product
Pipeline & Marketed Products
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Product |
Preclinical/ Research |
Phase I | Phase II | Phase III | Marketed | Partner | ||
| PEG-INTRON
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Schering-Plough | ||||||
| ABELCET
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Proprietary | ||||||
| ADAGEN
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Proprietary | ||||||
| ONCASPAR | |
Proprietary | ||||||
| DEPOCYT
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Proprietary | ||||||
| Cinacalcet
HCl |
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Amgen/Kirin | ||||||
| PREOS |
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Proprietary | ||||||
| PROTHECAN
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Proprietary | ||||||
| ALX-0600 |
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Proprietary | ||||||
| Cinacalcet
HCl |
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Amgen/Kirin | ||||||
| NPS
1776 |
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Proprietary | ||||||
| NPS
1506 |
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Proprietary | ||||||
| Calcilytics
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GSK | ||||||
| PEG-Cytotoxics
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Proprietary | ||||||
| Gly-T
Inhibitors |
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Janssen | ||||||
| mGluRs |
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AstraZeneca | ||||||
| SCA’s
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Micromet | ||||||
| Inhaled
Leuprolide |
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Nektar | ||||||
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= Enzon | |
= NPS | |||||
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| 5 Marketed Products | ||||
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| • | PEG-INTRON ® | |||
| • | ABELCET ® | |||
| • | ONCASPAR ® |
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| • | DEPOCYT ® |
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| • | ADAGEN ® |
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 PEG-INTRON
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| • | HCV—an under-treated epidemic | |||
| – | Est. 4 Million U.S./4 Million EU | |||
| • | Re-treatment patients | |||
| – | ~200,000 patients | |||
| • | Maintenance therapy | |||
| – | CO-PILOT study ongoing | |||
| • | Geographic & indication expansion | |||
| – | Japan – Est. 2 million infected | |||
| – | Oncology/HIV | |||
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| PEG-INTRON: A Strong Revenue Base |
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| • | U.S. Prescription data supports strong demand | ||
| • | Roche’s entry has expanded the market | ||
| • | Japan represents significant upside beginning in 2005 | ||
| • | Solid intellectual property position | ||
| • | Potential for price increases and expanded indications | ||
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| • | Market leader and formulation of choice | |||
| • | Amphotericin B lipid complex with reduced nephrotoxicity | |||
| • | Focused on market expansion through 3-step strategy: | |||
| – | Reinforce product attributes through existing and new clinical data | |||
| – | Maximize pricing flexibility | |||
| – | Sales force execution | |||
| • | ABELCET compares favorably across all classes | |||
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Additional Marketed Products | |||
| • | ONCASPAR (pegylated asparaginase) | |||
| – | Indicated for acute lymphoblastic leukemia | |||
| – | Stable sales growth | |||
| • | DEPOCYT (cytarabine liposome injection) | |||
| – | Treatment of neoplastic meningitis | |||
| – | Significant growth potential | |||
| • | ADAGEN (pegylated bovine ADA) | |||
| – | ADA deficient SCIDS (Bubble Boy Disease) | |||
| – | Lifetime therapy for limited population | |||
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| 2 Phase III Clinical Products | ||||
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| PREOS™ | 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 | |||||
| – | A lower risk of fracture | |||||
| • | Recent PaTH data support Phase II results and possible PREOS and bisphosphonate combination |  |
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| PREOS™ | |||
| • | Expect to compete in a large and growing market | ||
| • | Pivotal
Phase III study to be completed in September 2003 |
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| • | FDA submission targeted for mid-2004 | ||
| • | Launch anticipated by late 2005 | ||
| • | Combined company more able to aggressively execute development program and negotiate an optimal partnership | ||
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| Cinacalcet HCl | ||||||
| • | Novel treatment for hyperparathyroidism (HPT) |  |
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| • | Market opportunity (U.S.) | |||||
| – | Primary
HPT 500,000 patients |
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| – | Secondary HPT 280,000 dialysis patients |
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| – | Secondary HPT 800,000 predialysis patients |
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| Cinacalcet HCl | |||
| • | Phase III clinical endpoints have been met | ||
| • | Amgen confirms 2H 03 NDA filing | ||
| • | First-in-class molecule in a growing market | ||
| • | Potential for significant royalty stream | ||
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Product
Pipeline & Marketed Products
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Product |
Preclinical/ Research |
Phase I | Phase II | Phase III | Marketed | Partner | ||
| PEG-INTRON
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Schering-Plough | ||||||
| ABELCET
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Proprietary | ||||||
| ADAGEN
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Proprietary | ||||||
| ONCASPAR | |
Proprietary | ||||||
| DEPOCYT
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Proprietary | ||||||
| Cinacalcet
HCl |
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Amgen/Kirin | ||||||
| PREOS |
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Proprietary | ||||||
| PROTHECAN
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Proprietary | ||||||
| ALX-0600 |
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Proprietary | ||||||
| Cinacalcet
HCl |
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Amgen/Kirin | ||||||
| NPS
1776 |
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Proprietary | ||||||
| NPS
1506 |
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Proprietary | ||||||
| Calcilytics
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GSK | ||||||
| PEG-Cytotoxics
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Proprietary | ||||||
| Gly-T
Inhibitors |
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Janssen | ||||||
| mGluRs |
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AstraZeneca | ||||||
| SCA’s
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Micromet | ||||||
| Inhaled
Leuprolide |
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Nektar | ||||||
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= Enzon | |
= NPS | |||||
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| Operational Overview | ||
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| Combined Management Team Includes: |
Hunter
Jackson, Ph.D. (NPS) |
Executive
Chairman |
Arthur
J. Higgins (Enzon) |
President and Chief
Executive Officer |
Kenneth
J. Zuerblis (Enzon) |
Executive
Vice President, Finance, Chief Financial Officer and Secretary |
Ulrich
Grau, Ph.D. (Enzon) |
Executive Vice President and
President of Research and Development |
David
L. Clark (NPS) |
Executive
Vice President, Corporate Communications and Investor Relations |
Thomas
B. Marriott, Ph.D. (NPS) |
Executive
Vice President, Development |
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| Locations |
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| Selected Pro-Forma Financials |
| Pro-Forma Operating Summary | (US$ in millions) | |||||||
| Year Ending December 31, 2002 | Pro Forma 2002 | |||||||
| Product Revenues: | |||||
Sales |
$ | 31.5 | |||
Royalties |
$ | 82.6 | |||
| $ | 114.1 | * | |||
| *(Current estimated 2003 revenues ~$170-$180M) | |||||
| 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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| Type | 2003
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2004 | |||
| Clinical Data | Phase
III Cinacalcet HCl data in secondary HPT |
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| Regulatory | File
Cinacalcet HCI 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 | HCV
maintenance studies |
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| Regulatory | File
PREOS NDA |
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| Regulatory | Prothecan
Phase III program |
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| Clinical Data | Cinacalcet
HCl approval |
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| = NPS | = Enzon | |||||
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Synergies
Expand and Accelerate Value Creation |
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| • | Expand pipeline development | |||
| – | e.g., CNS product opportunities | |||
| • | Accelerate program development | |||
| – | e.g., ALX-0600 for multiple indications | |||
| • | Leverage financial strength and commercial capacity | |||
| – | e.g., in-license products and technologies, and optimize PREOS partnership | |||
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| 2007… Where We’re Going | |||
| • | Strong revenues to sustain and support a strong, balanced clinical pipeline | ||
| • | R&D budget > $180M | ||
| • | EBITDA > $100M | ||
| • | Industry leading growth rate | ||
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