-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PCcbCNROxxOldTRzt9zZWBl90ueV1pdbiQTRoN/CWefhccxdQFqVhxYOqxfBAG/5 Abb08GYdmUgp4LjRX8BXUQ== 0001012870-03-001363.txt : 20030325 0001012870-03-001363.hdr.sgml : 20030325 20030325144915 ACCESSION NUMBER: 0001012870-03-001363 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030325 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NPS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000890465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 870439579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23272 FILM NUMBER: 03615692 BUSINESS ADDRESS: STREET 1: 420 CHIPETA WAY STE 240 CITY: SALT LAKE CITY STATE: UT ZIP: 84108-1256 BUSINESS PHONE: 8015834939 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NPS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000890465 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 870439579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 420 CHIPETA WAY STE 240 CITY: SALT LAKE CITY STATE: UT ZIP: 84108-1256 BUSINESS PHONE: 8015834939 425 1 d425.htm FILED PURSUANT TO RULE 425 Filed Pursuant to Rule 425

 

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

 

Subject Company: NPS Pharmaceuticals, Inc.

Enzon Pharmaceuticals, Inc.

Commission File No. 000-23272

 

 

NPS and Enzon File Registration Statement on Form S-4

 

3/24/2003 6:48:00 PM

 

SALT LAKE CITY, Mar 24, 2003 /PRNewswire-FirstCall via COMTEX/ — NPS Pharmaceuticals, Inc. (Nasdaq: NPSP) and Enzon Pharmaceuticals, Inc. (Nasdaq: ENZN) announced today that they have caused to be filed a Registration Statement on Form S-4 with the Securities and Exchange Commission with respect to the previously announced merger of the two companies. The registration statement has been filed in the name of Momentum Merger Corporation and is subject to SEC review. Momentum Merger Corporation is the newly organized Delaware corporation formed by NPS and Enzon to effect the merger. Momentum’s name will be changed prior to the completion of the merger. Following the SEC’s review of the registration statement, the joint proxy statement/prospectus, which is a part of the registration statement, will be sent to NPS and Enzon stockholders in connection with the respective NPS and Enzon special meetings of stockholders to be held for the specific purpose of approving the proposed merger.

 

(Photo: http://www.newscom.com/cgi-bin/prnh/20000218/NPSLOGO )

 

The registration statement can be obtained by visiting the SEC’s website at http://www.sec.gov and searching for company filings under the name “Momentum Merger Corporation.”

 

Additional Information And Where To Find It

 

In connection with the proposed NPS-Enzon merger, NPS, Enzon and Momentum Merger Corporation have caused to be filed a joint proxy statement/prospectus with the SEC in connection with the transaction described herein. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS


IMPORTANT INFORMATION ABOUT THE TRANSACTION DESCRIBED HEREIN. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents filed by NPS and Enzon with the SEC at the SEC’s web site at http://www.sec.gov or by contacting NPS at 801-583-4939 and through NPS’ website at http://www.npsp.com, or by contacting Enzon at 908-541-8678 and through Enzon’s website at http://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’ 2002 Annual Report on Form 10-K, which was filed with the SEC on March 21, 2003. This document is available free of charge at the SEC’s web site at http://www.sec.gov or by contacting NPS at 801-583-4939 and through NPS’ website at http://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 transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein 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 http://www.sec.gov or by contacting Enzon at 908-541-8678 and through Enzon’s website at http://www.enzon.com.

 

SOURCE NPS Pharmaceuticals, Inc.; Enzon, Inc.

 

CONTACT:

 

David L. Clark, Vice President, Operations of NPS Pharmaceuticals, Inc., +1-801-583-4939; or Susan Mesco, Director, Investor Relations of Enzon, Inc., +1-908-541-8678 /Photo: NewsCom: http://www.newscom.com/cgi-bin/prnh/20000218/NPSLOGO PRN Photo Desk, +1-888-776-6555 or +1-212-782-2840 /Company News On-Call: http://www.prnewswire.com/comp/613587.html URL: http://www.enzon.com

 

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