Filed by BioTransplant Incorporated
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: Eligix, Inc.
Commission File No.: 333-53386
This filing contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These statements are
based on management's current expectations or 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 herein include, but are not limited to,
statements about future financial and operating results, the timing of the
closing of the pending merger between BioTransplant Incorporated and Eligix,
Inc. and the benefits of this merger. The following important factors, among
others, could cause actual results to differ materially from those described
in the forward-looking statements: failure of BioTransplant's or Eligix'
stockholders to approve the merger; costs related to the merger; the
difficulty the market may have in valuing the BioTransplant/Eligix business
model; the risk that BioTransplant's and Eligix' businesses will not be
integrated successfully; the failure of the combined business to realize
anticipated benefits of the merger; and other economic, business, competitive
and/or regulatory factors affecting BioTransplant's business generally,
including those factors set forth in BioTransplant's filings with the
Commission, including the registration statement on Form S-4 filed by
BioTransplant in connection with the merger and BioTransplant's most recent
annual report on Form 10-K. BioTransplant is under no obligation to, and
expressly disclaims any obligation to, update or alter its forward-looking
statements, whether as a result of new information, future events or
otherwise.
On January 8, 2001, BioTransplant filed a registration statement on Form S-4
(File No. 333-53386), which contains a joint proxy statement/prospectus, in
connection with its proposed merger with Eligix, Inc. BioTransplant will be
preparing an amendment to the registration statement and will be filing this
amendment with the Securities and Exchange Commission as soon as practicable.
The proxy statement/prospectus (when it is finalized) will be sent to
stockholders of BioTransplant seeking their approval of the proposed
transaction. A free copy of the proxy statement/prospectus and other
documents filed by BioTransplant with the Commission are available for free
at the Commission's web site at www.sec.gov. BioTransplant stockholders may
also obtain the proxy statement/prospectus and these other documents without
charge by directing a request to: BioTransplant Incorporated, Attention:
Richard Capasso, Building 75, Third Avenue, Charlestown Navy Yard,
Charlestown, MA 02129, telephone (617) 241-5200.
We urge investors and stockholders to read the proxy statement/prospectus and
any other relevant documents that BioTransplant has filed and will file with
the Securities and Exchange Commission because they contain important
information.
BioTransplant and its directors, executive officers, employees and certain
other persons may be deemed to be participants in the solicitation of proxies
from BioTransplant's stockholders to approve the proposed
BioTransplant/Eligix merger. Such individuals may have interests in the
merger, including as a result of holding options or shares of the companies.
A detailed list of the names, affiliations and interests of the participants
in the solicitation is contained in BioTransplant's proxy
statement/prospectus contained in the registration statement filed with the
Commission with respect to the proposed merger.
The following is a transcript of the Company's webcast presentation at the
BIO-CEO & Inventor Conference held on February 21, 2001:
Next we'll hear from Elliot Lebowitz, who is the President and CEO of
BioTransplant, Inc. which is located in Charlestown, Massachusetts.
BioTransplant is developing therapeutics to re-educate the body's immune system,
to accept transplanted cells, tissues, and organs based on its proprietary
ImmunoCognance technology. Immediately after Elliot's presentation, we'll have a
breakout session also in the Park Avenue Suite. Thank you.
Thank you and good afternoon. Starting with some notes of caution, I'd like to
describe how BioTransplant and Eligix are joining to become the industry leader
in immune modulation and immune transplantation therapy for cancer and other
life-threatening diseases.
As was mentioned we're developing some unique technologies to re-educate the
immune system for multiple applications.
We're transitioning to commercialization for those of you who have followed
the company recently. We've formed a joint venture with Novartis in
xenotransplantation to address the shortage of human donor organs. Phase II
trials have started by MedImmune in psoriasis. In AlloMune for re-programming
the immune responses, we are making progress and in clinical trials in that
area. The announcement of our acquisition of Eligix will be important both
for creating some key components for the AlloMune System as well as near-term
products where there are product revenues for treating cancer with bone
marrow transplants.
What's our business strategy to grow the company to commercial success? We're
focused on high value, high margin products and we're balancing risks and
opportunities by creating four categories of products. The first should generate
major cash flows larger than our current market capitalization and yet without
financial risk to the company or its investors because the partners will be
financing the programs. The second category, our product which will generate
near-term revenues, sales in Europe with US Phase III clinical trials this year.
The third category is the AlloMune family of products which are progressing for
multiple indications and then we have a very extensive pre-clinical pipeline
which we won't have time to discuss today. So our goal
is to generate near-term revenues so that we have the staying power to create
long-term value from our product portfolio.
The B-Cell HDM (high density microparticle) for treating cancer will be on the
market for sales in Europe and in US Phase III trials this year, in the first
half of this year. The T-Cell HDM for treating cancers will have European sales
and Phase III US clinical trials in the second half of this year. MEDI-507 which
is currently in Phase II trials will transition to pivotal trials at the end of
the year and the AlloMune System for multiple indications will conclude its
early stage clinical trials this year.
So the first of the categories in terms of major cash flows without financial
risk begins with MEDI-507 which as you may know is a humanized monoclonal
antibody with very strong intellectual property protection. It's had positive
clinical results in autoimmune diseases and bone marrow transplantation and in
organ transplantation. And the market potential in the transplant arena is
certainly significant, but it can be greatly expanded with the autoimmune
indications which are a multi billion dollar market potential as represented by
the current clinical trials in psoriasis and the planned clinical trials this
year in rheumatoid arthritis. We've partnered this product with MedImmune which
is financing the program and BioTransplant will receive very significant royalty
from the sales of this product. And BioTransplant has also retained ownership
rights for the use of MEDI-507 as a key component in our AlloMune and XenoMune
Systems.
The second product in this category is a little further off. It's the XenoMune
System to be able to utilize inbred miniature swine for donor organs and these
animals will have advantages because they can match the size of the organ with a
human organ. And recently we've shown that these animals are incapable of
productively infecting human cells with porcine endogenous retroviruses (PERV)
which is the major safety barrier in xenotransplantation. Yesterday we announced
the issuance of a fundamental US patent for the molecular sequence and the uses
and methods of using this sequence to diagnose and prevent infections. Based on
the hundreds of thousands of patients worldwide who could benefit from a human
organ transplant, the market potential is
extremely large and we've created a joint venture with Novartis. We own a third,
they own two thirds, and they finance the rest of the program with
BioTransplant benefiting with royalties that are significant from these multi
billion dollar products. So these two products in the first category should
generate cash flows that are larger than our current market cap without any
financial risk to the company. The second category of products should have
European commercial sales and Phase III US trials this year. B-Cell HDM is a
device that was developed by Eligix for treating cancer by removing malignant B
cells, ex vivo, from bone marrow transplants in B cell cancers. There have
certainly been very encouraging pilot results and the market potential continues
to grow as the additional benefits of this approach become more widely known.
Today we announced that the CE Mark has been received for this product which now
enables sales of this product in Europe. The HDM devices from Eligix are a very
exciting product concept because they have the advantages of speed to market
that devices have, but they also have the benefits of the high pharmaceutical
profit margins so these represent a class of products that will have, I think,
very good business benefits for the combined company.
The second product in this category, the T-Cell HDM is again an ex vivo device
in which case it depletes undesirable T cells from bone marrow transplants or
donor lymphocyte infusions in order to inhibit graft versus host disease.
Again, very promising clinical results from Dana-Farber and elsewhere and the
market potential is significant and it continues to grow.
The third category of products is the AlloMune system, which is a family of
products to reprogram immune responses with mini-bone marrow transplants. Unlike
conventional bone marrow transplants we won't destroy the patient's bone marrow.
What you're doing here is you're adding donor bone marrow to the recipient, so
that you create mixed bone marrow and thus a mixed immune system. And the new
immune system will, in the case of cancer patients, be capable of attacking the
cancer much more aggressively than the patient's own immune system could have
done. And in the case
of organ transplantation, the new immune system recognizes the donor organ
as self so that you don't have to use chronic immunosuppression to avoid the
rejection of the organ. And of course by not destroying the patient's bone
marrow, the toxicity of the procedure is greatly reduced. The market potential
is large.
I want to give a little guidance on how the clinical studies, those initial
clinical studies are going. In cancer, these are terminal patients who failed
all other therapy and in fact weren't even eligible for conventional bone marrow
transplants. As a rule of thumb what we're finding is about 25% of these
patients are showing a complete remission for over a year and another 25% of
these patients are showing partial remissions. In the case of organ
transplantation, the initial patients in a pilot clinical trial continue to show
acceptance of the donor organ--in this case kidneys--without any chronic
immunosuppression. So again I think we're making some progress in demonstrating
the approach of re-educating the immune system.
In terms of product milestones, in the 1st quarter we said we'd get the CE
Mark for B-Cell. We did it. In the lst quarter we said MEDI-507 would be in
Phase II trials. We did it. In the 2nd quarter, B-Cell HDM for the Phase III
clinical trials, T-Cell cost recovery and then in the 3rd quarter, CE Mark
for the T-Cell and expanded transplant trials, and then at the end of the year
pivotal trials for MEDI-507 in psoriasis, AlloMune in therapy refractory
lymphoma and T-Cell HDM in hematological cancers.
The Eligix (sic) transaction is a pure stock transaction with no collar in
either direction because it makes too much business sense to subject it to
the vagaries of short-term market fluctuations. At the end of the day, Eligix
will own 1/3rd of the company, BioTransplant shareholders 2/3 share of the
company, and it should close at the end of the lst quarter or the beginning
of the 2nd quarter. At the end of 2000 we have $15 million in cash which is
better than expectations.
And in conclusion, we're building two high-revenue stream products without
financial risk to the market. We also have two near-term revenue products in
Europe with US Phase II trials this year. We have a very good pipeline of
high margin products. We have world-class collaborations both in the
commercial and academic worlds. We have a strong management team with extensive
experience in health care.
Thank you.