425 1 d425.htm MERGER AGREEMENT FACT SHEET Merger Agreement Fact Sheet

MERGER AGREEMENT FACT SHEET MADE AVAILABLE ON JULY 3, 2003

AT WWW.DENDREON.COM AND WWW.CORVAS.COM

 

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.

 

The following is the text of a merger agreement fact sheet regarding the Acquisition made available on July 3, 2003, by following the appropriate links, by Dendreon on its website at www.dendreon.com and by Corvas on its website at www.corvas.com/investor-relations.html.

 

MERGER AGREEMENT FACT SHEET

 

Creating a Top-Tier Biotech Company

 

On February 25, 2003, Dendreon and Corvas jointly announced a definitive merger agreement for Dendreon to acquire Corvas in a transaction that creates a company with a broad clinical and preclinical product pipeline and significant financial resources to discover, develop and commercialize novel products in areas of large unmet needs. The new company will gain strengths in the following areas:

 

Technology

 

  ·   Five ongoing clinical programs
  ·   Broad oncology portfolio diversified across four technology platforms
  ·   Enhanced intellectual property estate, with 87 issued U.S. patents
  ·   Significant small molecule expertise
  ·   Product opportunities in cardiovascular disease


Operations

 

  ·   Experienced management team
  ·   Clinical development expertise
  ·   Research and development expertise
  ·   Collaborations with industry leaders

 

Financial

 

  ·   Pro forma combined balance sheet of approximately $125 M upon closing
  ·   Resources to fuel Provenge® development and advance other clinical and preclinical programs

 

Financial Details

 

  ·   Each Corvas share will be exchanged for a fixed ratio of 0.45 shares of Dendreon common stock in a tax-free reorganization.
  ·   Stock-for-stock transaction, valued to the Corvas stockholders at $73 M based on Dendreon’s stock price of $5.79 as of 2/24/03.
  ·   Dendreon stockholders will own 71.6% and Corvas stockholders will own 28.4% of the combined company based on current capitalization.
  ·   The Corvas stockholder meeting is scheduled for July 28, 2003, and the Dendreon stockholder meeting is scheduled for July 29, 2003. If the combination is approved by both stockholder groups, it will close shortly thereafter.


LOGO

 

LOGO

 

Headquarters: Seattle, WA

Research Facility: San Diego, CA

Corporate Collaborators: Genentech, Kirin, Abgenix, Dyax

For Further Information

 

Julie Rathbun: manager of investor relations/corporate communications, Dendreon. (206) 829-1500, jrathbun@dendreon.com

 

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 fact sheet contains 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.