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): October 2, 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) 541-4600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On October 1, 2002, Enzon, Inc., a Delaware corporation ("Enzon"), and Elan
Corporation, plc, a public limited company organized under the laws of Ireland,
Elan Pharmaceuticals, Inc., a Delaware corporation, Elan Operations, Inc., a
Delaware corporation, and Elan Canada, Inc., a Canadian corporation
(collectively, "Elan"), entered into an Asset Purchase Agreement (the "Asset
Purchase Agreement"), pursuant to which, and subject to the terms and conditions
of which, Enzon has agreed to acquire the United States and Canadian rights to
ABELCET(R) (Amphotericin B Lipid Complex Injection),an FDA-approved, injectable,
antifungal pharmaceutical product, along with any line extensions, new
indications, new formulations and new dosage forms of ABELCET, for an aggregate
purchase price of $370 million, subject to certain adjustments described in the
Asset Purchase Agreement. In addition, the Asset Purchase Agreement contemplates
the acquisition of the manufacturing facility for ABELCET in Indianapolis,
Indiana, marketing materials, finished inventory and raw materials and certain
contracts related to ABELCET and the manufacturing facility. Elan will retain
rights to ABELCET outside of Canada and the United States, except to the extent
Elan has rights in Japan which will also be conveyed to Enzon.
In connection with the transactions, Enzon expects to hire a hospital sales
force of approximately 60 Elan employees who currently market and sell ABELCET
in the United States and Canada, as well as the manufacturing facility
personnel.
Elan and Enzon have also agreed to enter into a patent assignment agreement, a
license agreement, trademark assignment agreements, two supply agreements, and
an interim services agreement, among other documents, in order to implement the
terms of the transactions. Elan and Enzon have agreed to the assignment of
certain patent rights and improvements specifically related to ABELCET, as well
as an exclusive license as to certain patent rights, improvements and related
intellectual property for ABELCET. With respect to the intellectual property
assigned to Enzon, the license agreement will include a grant by Enzon to Elan
of an exclusive license (i) inside the United States and Canada for certain
technologies outside the scope of ABELCET, and (ii) outside the United States
and Canada for all technologies.
The transactions are expected to close during the fourth calendar quarter of
2002, subject to certain closing conditions, including, among others, the
approval of Elan's shareholders, the delivery to Enzon of required audited
financial statements relating to ABELCET, the receipt of certain third-party
consents, the receipt of required regulatory approvals and clearances, including
termination of the applicable waiting period under the Hart-Scott-Rodino Act,
approvals of the UK Listing Authority and Dublin Stock Exchange and clearance
under the Ireland Mergers and Takeovers (Control) Acts 1978-1996, and other
customary closing conditions.
A copy of the Asset Purchase Agreement is attached hereto as Exhibit 2.1. A copy
of the press release dated October 2, 2002 announcing the transactions
contemplated by the Asset Purchase Agreement is attached hereto as Exhibit 99.1.
Such Exhibits are incorporated by reference into this Item 5 and the foregoing
description is qualified in its entirety by reference to such Exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit Number Description
-------------- -----------
2.1 - Asset Purchase Agreement, dated as of October 1, 2002, by and
among Elan Corporation, plc, Elan Pharmaceuticals, Inc., Elan
Operations, Inc., Elan Canada, Inc. and Enzon, Inc.*
99.1 - Press Release, dated as of October 2, 2002
*Certain schedules to the Asset Purchase Agreement have been omitted. Enzon,
Inc. will furnish a supplementary copy of any omitted schedule to the Commission
upon request.
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: October 2, 2002 By: /s/ Kenneth J. Zuerblis
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Kenneth J. Zuerblis
Vice President, Finance and
Chief Financial Officer