425 1 d425.htm SLIDES USED IN MEETINGS Slides used in meetings

SLIDES USED IN MEETINGS WITH PROSPECTIVE INVESTORS AND STOCKHOLDERS OF DENDREON CORPORATION AND OF CORVAS INTERNATIONAL, INC., BEGINNING JULY 2, 2003

 

Filed by Dendreon Corporation

Pursuant to Rule 165 and Rule 425

under the Securities Act of 1933 and

deemed filed pursuant to Rule 14a-6

under the Securities Exchange Act of 1934

 

Subject Company: Corvas International, Inc.

Form S-4 File No. 333-104167

 

This filing relates to the proposed acquisition (“Acquisition”) by Dendreon Corporation (“Dendreon”) of Corvas International, Inc. (“Corvas”) pursuant to the terms of an Agreement and Plan of Merger, dated February 24, 2003, as amended on June 12, 2003 (the “Merger Agreement”), by and among Dendreon, Seahawk Acquisition, Inc., Charger Project LLC and Corvas. The Merger Agreement is on file with the Securities and Exchange Commission (“SEC”) as an exhibit to the Current Report on Form 8-K filed by Dendreon on February 25, 2003, and the Waiver and Amendment to the Merger Agreement, dated June 12, 2003, is on file with the SEC as an exhibit to Amendment No. 2 to the Registration Statement on Form S-4 filed by Dendreon on June 19, 2003, both of which are incorporated by reference into this filing.

 

Additional Information About the Acquisition and Where to Find It

 

Dendreon and Corvas have filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4, which contains a joint proxy statement/prospectus with respect to the Acquisition and other relevant materials. INVESTORS AND SECURITY HOLDERS OF DENDREON AND CORVAS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT DENDREON, CORVAS AND THE ACQUISITION. The joint proxy statement/prospectus, including the annexes attached to, and the reports incorporated by reference in, the joint proxy statement/prospectus, and any other reports and documents filed by Dendreon or Corvas with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov.

 

Investors and security holders may obtain free copies of the reports and documents filed with the SEC by Dendreon by directing a request to: Dendreon Corporation, 3005 First Avenue, Seattle, WA 98121, Attn: Investor Relations. Investors, and security holders may obtain free copies of the reports and documents filed with the SEC by Corvas by contacting Corvas Investor Relations at 3030 Science Park Road, San Diego CA 92121.

 

Dendreon, Corvas and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Dendreon and Corvas in favor of the Acquisition. Information about the executive officers and directors of Dendreon and their ownership of Dendreon common stock is set forth in the joint proxy statement/prospectus. Information about the executive officers and directors of Corvas and their ownership of Corvas common stock is set forth in the joint proxy statement/prospectus and in Corvas’ Annual Report

on Form 10-K, which was filed with the SEC on March 14, 2003. Certain directors and executive officers of Corvas may have direct or indirect interests in the Acquisition due to securities holdings, pre-existing or future indemnification arrangements, vesting of options, or rights to severance payments if their employment is terminated following the Acquisition. Additional information regarding Dendreon, Corvas, and the interests of their respective executive officers and directors in the Acquisition is contained in the joint proxy statement/prospectus.

 

Investors and security holders are urged to read the joint proxy statement/prospectus, including the annexes attached to, and the reports incorporated by reference in, the joint proxy statement/prospectus, and any future report and document filed with the SEC by Dendreon and Corvas, before making any voting or investment decision with respect to the Acquisition.

 

Forward-looking Statements

 

Except for historical information contained herein, the slides contain forward-looking statements, including statements about the Acquisition and future financial and operating results of the combined company. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties, particularly those risks and uncertainties inherent in any acquisition transaction and the process of discovering, developing and commercializing drugs that are safe and effective for use as human therapeutics, that could cause actual results to differ materially from those described in the forward-looking statements.

 

Statements of expected synergies, benefits, accretion, timing of closing, execution of integration plans and management and organizational structure are all forward-looking statements. Risks and uncertainties include the possibility that the market for the sale of certain products may not develop as expected; that development of the companies’ products, including potential cardiovascular and cancer products, may not proceed as planned; risks associated with completing ongoing clinical trials, including the rNAPc2 clinical trial for the treatment of patients with unstable angina and non-ST-segment elevation myocardial infarction; the risk that the results of one clinical trial will not be repeated in another clinical trial; the risk that results in preclinical studies may not be confirmed in clinical trials or that other preclinical studies will reveal adverse characteristics that preclude further development of a preclinical product candidate; the risk that the results of a clinical trial, including Phase 3 trials of Provenge, will not support applying for or approval of a biologics license by the FDA; the risk that the Acquisition does not close or that the companies may be required to modify aspects of the transaction to achieve regulatory approval; that prior to the closing of the Acquisition, the businesses of the companies, including the retention of key employees, suffer due to uncertainty; that the parties are unable to successfully execute their integration strategies or achieve planned synergies; risks related to Dendreon’s limited operating history; the risk that the companies may not secure or maintain relationships with collaborators; the companies’ dependence on intellectual property; and other risks and uncertainties that are described in the reports filed by Dendreon and Corvas with the SEC. Additional information on the risks and uncertainties that could affect the companies’ business, financial condition and results of operations are contained in their respective filings with the SEC, which are available at www.sec.gov.

 

The following are slides from presentations made to prospective investors and stockholders of Dendreon and of Corvas beginning July 2, 2003.


Additional Information About the
Acquisition and Where to Find It

Dendreon and Corvas have filed with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4, which contains a joint proxy statement/prospectus with respect to the combination and other relevant materials. INVESTORS AND SECURITY HOLDERS OF DENDREON AND CORVAS ARE URGED TO READ THE COMPANIES’ RELEVANT FILINGS WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INOFRMATION ABOUT DENDREON, CORVAS AND THE COMBINATION. The joint proxy statement/prospectus, including the annexes attached to, and the reports incorporated by reference in, the joint proxy statement/prospectus, and any other reports and documents filed by Dendreon or Corvas with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov.

Investors and security holders may obtain free copies of the reports and documents filed with the SEC by Dendreon by directing a request to: Dendreon Corporation, 3005 First Avenue, Seattle, WA 98121, Attn: Investor Relations. Investors and security holders may obtain free copies of the reports and documents filed with the SEC by Corvas by contacting Corvas Investor Relations at 3030 Science Park Road, San Diego CA 92121.

Dendreon, Corvas and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Dendreon and Corvas in favor of the combination. Information about the executive officers and directors of Dendreon and their ownership of Dendreon common stock is set forth in the joint proxy statement/prospectus. Information about the executive officers and directors of Corvas and their ownership of Corvas common stock is set forth in the joint proxy statement/prospectus and in Corvas’ Annual Report on Form 10-K, which was filed with the SEC on March 14, 2003. Certain directors and executive officers of Corvas may have direct or indirect interests in the combination due to securities holdings, pre-existing or future indemnification arrangements, vesting of options, or rights to severance payments if their employment is terminated following the combination. Additional information regarding Dendreon, Corvas, and the interests of their respective executive officers and directors in the combination is contained in the joint proxy statement/prospectus.

 

 

Momentum Continues in 2003

Corvas Acquisition

  • Stock for stock transaction
  • Valued at $73 M, based on Dendreon closing stock price of $5.79 on 2/24/03, an 83% premium to Corvas’ stock price as of the same date
  • Dendreon will own 71.6% and Corvas stockholders will own 28.4%, based on current capitalization
  • Combination is expected to increase stockholder value by creating a more diversified and sustainable organization

    – Two Phase 3 programs
    – Two Phase 2 programs
    – One Phase 1 program

           
Breadth in Oncology
           
  Vaccine
Targets 		Antibodies Small
Molecules

Prodrug
Program

 
 

NY-ESO

 

 Trp-p8
  		Trp-p8
  		uPA
 
 

CEA

 

 DN1924
  		Urokinase
(uPA)
Inhibitors
  		Other Serine
Proteases
 
 

MN

 

 DN1924
(autoimmune
diseases)
  		Matriptase
Inhibitors
 
 

Telomerase

 

 Serine
Protease
Inhibitors
 
 

Trp-p8

 
 

ARF

 
 
   DNDN
 
   CVAS
 

 

           
Advanced Clinical Trial Pipeline
           
  Product / Target
Phase 1
Phase 2
Phase 3
 
           
  Provenge®        
  Androgen Independent Prostate Cancer    
Completed
  
        D9901        
        D9902        
  Androgen Dependent Prostate Cancer        
        P-11 (Provenge alone)        
        P-16* (Provenge+Avastin)        
           
  MylovengeTM        
        Multiple Myeloma        
           
  rNAPc2        
        Acute Coronary Syndromes        
           
  APC8024        
        Breast, Ovarian, Colon Cancers        
           
  * NCI-Sponsored Trial     DNDN
CVAS
 
           

 

 

Provenge Trial D9902B
 
  • Special Protocol Assessment received from FDA – D9902B will serve as basis for BLA application
  • Trial enrolling AIPC patients with Gleason score < 7
  • Approximately 275 patients will be enrolled into study to support BLA
 

 

 
Provenge Collaboration Discussions
 
  • Discussions progressing as planned
  • Large market, strong data and regulatory plan have driven interest
  • Competitive process
  • Will be structured as co-development and co-promotion agreement
  • Global agreement minus Asia and Oceania

 

 
APC8024 Phase 1 Trials
 

Patient Population

  • 18 patients enrolled;16 evaluated
  • Advanced, metastatic breast cancer patients
  • Her-2 positive (2+,3+)
  • Failed multiple courses of chemotherapy including 15/16 who failed Herceptin
  • Historical median time to progression 3-6 months

Endpoints

  • Safety
  • Clinical response
  • Immune response

 

ANTHEM TIMI 32 Phase 2 Trial Design
       
[GRAPHIC]
  Part 1 - Dose Escalation
Initial safety experience 		 
     
[GRAPHIC]
  Part 2 - Dose Ranging
Evaluate safety & efficacy
Seek Collaborator
  
     
[GRAPHIC]
  Part 3 - Dose Confirmation
Select dose of Phase 3
Conducted with Collaborator		  
       

 

Pro Forma Balance Sheet
     
 
Quarter Ending March 31, 2003
($ in millions)
 
Pro Forma
Cash, cash equivalents,
  short-term & long-term investments
$133.8
Working capital
88.7
Total assets
143.6
Total stockholders' equity
107.6

 

The New Dendreon
 
  • Creating a top tier biotech company
  • Validated therapeutic cancer platform

    – Near-term market opportunities
    – Significant clinical benefit demonstrated with Provenge®

  • Broad portfolio includes vaccines, monoclonal antibodies, small molecules and prodrugs
  • Industry leading partners
  • Capital to invest in promising programs