-----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, RUucuImxF+XP1qrw3XNmN63pZBQ/FDIEGEvmh8wF6VxaKY1OylBfcnd0SUrmYqvl d4muQYqnajPuAVCEAbW0ZA== 0001047469-98-041893.txt : 19981123 0001047469-98-041893.hdr.sgml : 19981123 ACCESSION NUMBER: 0001047469-98-041893 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981120 GROUP MEMBERS: ORANGE ACQUISITION CORP. GROUP MEMBERS: PEPTIDE THERAPEUTICS GROUP PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORAVAX INC /DE/ CENTRAL INDEX KEY: 0000900122 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 043085209 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48363 FILM NUMBER: 98756209 BUSINESS ADDRESS: STREET 1: 38 SIDNEY ST 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6175266000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEPTIDE THERAPEUTICS GROUP PLC CENTRAL INDEX KEY: 0001073965 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 321 CAMBRIDGE SCIENCE PARK MILTON ROAD CITY: CAMBRIDGE ENGLAND STATE: X0 ZIP: 00000 BUSINESS PHONE: 4401223423333 SC 13D 1 SC 13D UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. _____ )* ORAVAX, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.001 PER SHARE (Title of Class of Securities) 68554R 10 7 (CUSIP Number) Dr. John Brown Chief Executive Peptide Therapeutics Group PLC 321 Cambridge Science Park, Milton Road Cambridge CB4 4WG, England 011-44-1223-423-333 with a copy to: Michael Lytton, Esq. Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 (617) 573- 0100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 10, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 11 pages) - ------------------------ * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 68554R 10 7 13D Page 2 of 11 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Peptide Therapeutics Group PLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / Not Applicable (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2(e) / / Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales - -------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER 7 SHARES 1,758,508 (1) ----------------------------------------------------------- BENEFICIALLY SHARED VOTING POWER 8 OWNED BY 0 (2) ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,758,508 (1) ----------------------------------------------------------- PERSON SHARED DISPOSITIVE POWER 10 WITH 0 (2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,758,508 (1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------- (1) See Items 3 and 4. (2) See Item 6. CUSIP NO. 68554R 10 7 13D Page 3 of 11 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Orange Acquisition Corp. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / Not Applicable (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SOLE VOTING POWER 7 SHARES 1,758,508 (1) ----------------------------------------------------------- BENEFICIALLY SHARED VOTING POWER 8 OWNED 0 (2) ----------------------------------------------------------- BY EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,758,508 (1) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 (2) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,758,508 (1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------- (1) See Items 3 and 4. (2) See Item 6. CUSIP NO. 68554R 10 7 13D Page 4 of 11 Pages Item 1. Security and Issuer This statement on Schedule 13D (the "Statement") relates to shares of common stock, par value $.001 per share ("OraVax Common Stock"), of OraVax, Inc. ("OraVax" or the "Issuer"), a Delaware corporation. The principal executive offices of the Issuer are located at 38 Sidney Street, 4th Floor, Cambridge, Massachusetts, 02139. Item 2. Identity and Background (a) - (c) and (f) This Statement is being filed by Peptide Therapeutics Group PLC, an English public limited company ("Peptide"), and its wholly-owned subsidiary, Orange Acquisition Corp., a Delaware corporation ("Orange Sub" and together with Peptide, the "Purchaser"). The principal executive offices of Peptide and Orange Sub are located at 321 Cambridge Science Park, Milton Road, Cambridge CB4 4WG, England. Peptide is a biopharmaceutical company involved in the research and development of novel drugs and vaccines. Orange Sub was recently formed for the sole purpose of effecting the purchase of the Shares (as defined below). The name, principal occupation, business address and citizenship of each of the executive officers and directors of Peptide and Orange Sub is set forth on Schedule I hereto. (d) and (e) During the last five years, neither Peptide, Orange Sub or, to the best of Peptide's or Orange Sub's knowledge, any of the individuals named in Schedule I hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration On November 10, 1998, the Purchaser acquired 2,584 outstanding shares (the "Shares") of 6% Convertible Preferred Stock ("Convertible Preferred Stock") of OraVax from third parties pursuant to certain privately negotiated stock purchase agreements made as of October 30, 1998 (collectively, the "Stock Purchase Agreement"). A form of the Stock Purchase Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. The Shares are convertible into shares of OraVax Common Stock based on a discount to the market price of OraVax Common Stock. The terms of the Convertible Preferred Stock, however, prohibit the conversion of any share of Convertible Preferred Stock if it would result in the holder becoming the beneficial owner of 10% or more of OraVax Common Stock. The purchase price of the Shares was $1,090.00 per share plus accrued and unpaid dividends, for an aggregate purchase price of approximately $2.95 million, and was financed from Purchaser's working capital. Certain terms of the Convertible Preferred Stock are subject to modification under certain circumstances as described in Item 4 below. tIem 4. Purpose of Transaction On November 10, 1998, Peptide and OraVax entered into an Agreement and Plan of Acquisition (the "Merger Agreement") pursuant to which a wholly-owned subsidiary of Peptide will be merged with and into OraVax (the "Merger"), with OraVax becoming a wholly-owned subsidiary of Peptide. A copy of the Merger Agreement is filed as Exhibit 2 CUSIP NO. 68554R 10 7 13D Page 5 of 11 Pages hereto and incorporated herein by reference. In the Merger, holders of OraVax Common Stock will receive ordinary shares of Peptide, with a value of $15 million less the amounts paid by Peptide to acquire the Convertible Preferred Stock and certain other securities of OraVax. Based on a Peptide share price of 112.5 pence ($1.87 using a dollar/pound exchange rate of 1.6633) on November 10, 1998, the last trading day prior to execution of the Merger Agreement, the total number of ordinary shares of Peptide to be issued would be approximately 6.4 million. The ordinary shares issued in the Merger may be in the form of American Depositary Shares of Peptide ("Peptide ADSs"). Simultaneous with the execution of the Merger Agreement, Purchaser purchased the 2,584 shares of Convertible Preferred Stock from third parties. The 2,584 shares represented approximately 95% of the outstanding Convertible Preferred Stock, which, on November 10, 1998, would have been convertible into 15,813,953 shares of OraVax Common Stock but for a restriction contained in the terms of the Convertible Preferred Stock that prohibits the conversion of any share of Convertible Preferred Stock if it would result in the holder becoming the beneficial owner of 10% or more of OraVax Common Stock. Upon completion of the merger the Convertible Preferred Stock, held by Purchaser, will be retired. Completion of the Merger is subject to certain conditions, including approval of the holders of a majority of the outstanding shares of OraVax Common Stock entitled to vote, approval of the holders of the ordinary shares of Peptide, and Peptide successfully completing a financing. The Merger Agreement is subject to termination in certain circumstances, including if the Merger is not consummated by July 31, 1999. If the Merger Agreement is terminated, under certain circumstances, OraVax has the right to repurchase all of the shares of Convertible Preferred Stock owned by Purchaser within 90 days of such termination at a per share purchase price of $1,090.00 plus accrued dividends. In addition, under certain circumstances, Peptide will have the right to sell to OraVax all of the shares of Convertible Preferred Stock owned by Purchaser within 90 days of such termination at a per share purchase price of $1,090.00 plus accrued dividends. If neither Peptide nor OraVax exercise its respective put or call rights within 90 days of such termination, then certain terms of the Convertible Preferred Stock will be modified, including removal of the limitation on the conversion of shares if such conversion would result in the beneficial ownership of 10% or more of OraVax Common Stock. The foregoing summary of the contents of the Merger Agreement and Stock Purchase Agreement is qualified in its entirety by reference to the exhibits hereto. Except as set forth in this Item 4, the Merger Agreement, the Stock Purchase Agreement, the Stockholder Voting Agreement (as described below), or the Affiliate Letter (as defined below), neither Peptide, Orange Sub or, to the best of Peptide's or Orange Sub's knowledge, any of the individuals named in Schedule I hereto, has any plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) and (b) Orange Sub beneficially owns approximately 1,758,508 shares of OraVax Common Stock issuable upon the conversion of the Shares. A total of approximately 15,813,953 CUSIP NO. 68554R 10 7 13D Page 6 of 11 Pages shares of OraVax Common Stock would be issuable upon conversion of the Shares but for a restriction contained in the terms of the Convertible Preferred Stock that prohibits the conversion of any share of Convertible Preferred Stock if it would result in the holder becoming the beneficial owner of 10% or more of OraVax Common Stock. Peptide owns 100% of the capital stock of Orange Sub and as a result is deemed to have an indirect interest in and the power to direct the vote and disposition of 100% of the shares of OraVax Common Stock issuable upon conversion of the Shares, subject to the 10% ownership restriction described above. Pursuant to the terms of the Stockholder Voting Agreements (as described in Item 6 below), Peptide has the power to vote 1,247,999 shares of OraVax Common Stock with respect to the Merger. Except as set forth above, neither Peptide, Orange Sub or, to the best of Peptide's knowledge, any of the individuals named in Schedule I hereto, is the beneficial owner of OraVax Common Stock. (c) Except as described herein, neither Peptide, Orange Sub or, to the best of Peptide's or Orange Sub's knowledge, any of the individuals named in Schedule I hereto, has effected any transaction in OraVax Common Stock during the past 60 days. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of OraVax Common Stock upon conversion of the Shares. (e) Inapplicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Merger Agreement contains certain customary restrictions on the conduct of the business of Peptide and OraVax pending the Merger, including certain customary restrictions relating to OraVax Common Stock. The Merger Agreement provides that OraVax, unless otherwise required by the fiduciary duties of its Board of Directors, will use its best efforts to solicit proxies from its stockholders in favor of the approval of the Merger Agreement and the Merger. Certain stockholders of OraVax have entered into agreements with Peptide regarding voting and disposition of their shares of OraVax Common Stock (the "Stockholder Voting Agreements"), a form of which is attached hereto as Exhibit 3 hereto and incorporated herein by reference. Pursuant to the terms of such Stockholder Voting Agreements, such stockholders have agreed, until termination of the Merger Agreement (i) not to transfer or otherwise dispose of any shares of OraVax Common Stock owned by them and (ii) to vote all such shares of OraVax Common Stock (w) in favor of the Merger and any matters that would facilitate the Merger, (x) against any proposal made in opposition to or in competition with the Merger, (y) against any merger, consolidation, sale of assets, reorganization or recapitalization with any party other than Peptide and its affiliates, and (z) against any proposed liquidation or winding up of OraVax. Such stockholders have granted certain officers of Peptide irrevocable proxies (the "Proxies") to vote the stockholders' shares to implement the foregoing agreements. Directors, executive CUSIP NO. 68554R 10 7 13D Page 7 of 11 Pages officers and their associates having the right to vote in the aggregate 1,247,999 shares of OraVax Common Stock, or approximately 7.0% of the OraVax Common Stock outstanding as of November 5, 1998, (excluding shares that the stockholder has the right to acquire upon the exercise of stock options and shares issuable on exercise of the option), have executed the Stockholder Voting Agreements. OraVax also has agreed to use its best efforts to cause each director, executive officer and affiliate (for purposes of Rule 145 under the Securities Act of 1933 ) of OraVax to execute, as soon as possible after the execution of the Merger Agreement, an agreement in customary form with respect to restrictions on sale of ordinary shares or Peptide ADSs after the merger except in compliance with Rule 145 ("Affiliate Letter"). Except as provided in the Merger Agreement, the Stock Purchase Agreement, the Stockholder Voting Agreement or the Affiliate Letter, or as set forth herein, neither Peptide, Orange Sub or, to the best of Peptide's or Orange Sub's knowledge, any of the individuals named in Schedule I hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of OraVax, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits Exhibit 1 - Form of Stock Purchase Agreement by and among Orange Acquisition Corp. and certain stockholders of OraVax, Inc. Exhibit 2 - Agreement and Plan of Acquisition dated as of November 10, 1998 by and among Peptide Therapeutics Group PLC, Peach Acquisition Corp. and OraVax, Inc. Exhibit 3 - Form of Stockholder Voting Agreement by and among Peptide Therapeutics Group PLC and certain stockholders of OraVax, Inc. Exhibit 4 - Agreement as to Joint Filing of Schedule 13D. CUSIP NO. 68554R 10 7 13D Page 8 of 11 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. PEPTIDE THERAPEUTICS GROUP PLC Date: November 20, 1998 By: /s/ Gordon Cameron ------------------- Gordon Cameron Finance Director ORANGE ACQUISITION CORP. Date: November 20, 1998 By: /s/ Gordon Cameron ------------------ Gordon Cameron Treasurer CUSIP NO. 68554R 10 7 13D Page 9 of 11 Pages SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF PEPTIDE THERAPEUTICS GROUP PLC The name, present principal occupation or employment, and business address of each of the directors and executive officers of Peptide Therapeutics Group PLC ("Peptide") is set forth below. Unless otherwise indicated, the business address of each of the following persons is the address of the principal executive offices of Peptide. Unless otherwise indicated, each individual listed below is a citizen of the United Kingdom. * Alan Goodman Chairman Peptide Therapeutics Group PLC 321 Cambridge Science Park Milton Road Cambridge CB4 4WG, England *# Dr. John Brown Chief Executive Peptide Therapeutics Group PLC 321 Cambridge Science Park Milton Road Cambridge CB4 4WG, England *# Gordon Cameron Finance Director and Secretary Peptide Therapeutics Group PLC 321 Cambridge Science Park Milton Road Cambridge CB4 4WG, England *# Nicholas Higgins Commercial Director Peptide Therapeutics Group PLC 321 Cambridge Science Park Milton Road Cambridge CB4 4WG, England * Sir Brian Richards Non-Executive Director Peptide Therapeutics Group PLC 321 Cambridge Science Park Milton Road Cambridge CB4 4WG, England *+ Alan Dalby Chairman Reckitt & Colman PLC One Burlington Lane London W4 2RW, England * Alan Smith Non-Executive Director Peptide Therapeutics Group PLC 321 Cambridge Science Park Milton Road Cambridge CB4 4WG, England - ----------------------- * Director # Executive Officer + U.S. Citizen CUSIP NO. 68554R 10 7 13D Page 10 of 11 Pages DIRECTORS AND EXECUTIVE OFFICERS OF ORANGE ACQUISITION CORP. The name, present principal occupation or employment, and business address of each of the directors and executive officers of Orange Acquisition Corp. ("Orange Sub") is set forth below. Unless otherwise indicated, the business address of each of the following persons is the address of the principal executive offices of Orange Sub. Unless otherwise indicated, each individual listed below is a citizen of the United Kingdom. * Alan Goodman Chairman Peptide Therapeutics Group PLC 321 Cambridge Science Park Milton Road Cambridge CB4 4WG, England *# Dr. John Brown Chief Executive Peptide Therapeutics Group PLC 321 Cambridge Science Park Milton Road Cambridge CB4 4WG, England *# Gordon Cameron Finance Director and Secretary Peptide Therapeutics Group PLC 321 Cambridge Science Park Milton Road Cambridge CB4 4WG, England *+ Lance K. Gordon President and Chief Executive Officer OraVax, Inc. 38 Sidney Street, 4th Floor Cambridge, Massachusetts 02139 #+ Michael Lytton Partner Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 - ----------------------- * Director # Executive Officer + U.S. Citizen CUSIP NO. 68554R 10 7 13D Page 11 of 11 Pages EXHIBIT INDEX
Exhibit Description - ------- ----------- 1 Form of Stock Purchase Agreement by and among Orange Acquisition Corp. and certain stockholders of OraVax, Inc. 2 Agreement and Plan of Acquisition dated as of November 10, 1998 by and among Peptide Therapeutics Group PLC, Peach Acquisition Corp. and OraVax, Inc. (Incorporated by reference to Exhibit 2.1 to the Form 8-K filed on November 19, 1998 by OraVax, Inc., File No. 0-26034). 3 Form of Stockholder Voting Agreement by and among Peptide Therapeutics Group PLC and certain stockholders of OraVax, Inc. 4 Agreement as to Joint Filing of Schedule 13D.
EX-1 2 EXHIBIT 1 EXHIBIT 1 ORAVAX, INC. Stock Purchase Agreement This Stock Purchase Agreement (this "Agreement") is made as of October 30, 1998 by and among Orange Acquisition Co. ("the Acquirer") and stockholder of OraVax, Inc. ("OraVax") whose name is set forth on the signature page of this Agreement (the "Stockholder"). Background A. The Stockholder owns shares of 6% Convertible Preferred Stock of OraVax ("Preferred Stock") which are convertible into shares of Common Stock of OraVax ("Common Stock"). B. On or prior to November 10, 1998, the Acquirer intends to enter into an agreement with OraVax providing for the acquisition of OraVax. C. In connection with its proposed acquisition of OraVax, the Acquirer desires to purchase the shares of Preferred Stock held by the Stockholder on the terms set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows: 1. Purchase and Sale of the Shares 1.1 Purchase of the Shares from the Stockholder. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 6), the Stockholder shall sell, transfer and deliver to the Acquirer, and the Acquirer shall purchase, acquire and accept from the Stockholder, all the shares of Preferred Stock held by the Stockholder (the "Shares"). 1.2 Purchase Price for the Shares. The purchase price to be paid by the Acquirer to the Stockholder for the Shares (the "Purchase Price") shall be payable in the manner described in Section 2 of this Agreement and shall be calculated as follows: (a) If the Closing occurs on or before November 3, 1998, then the Purchase Price shall be equal to $1,070.00 per share plus accrued dividends thereon. (b) If the Closing occurs after November 3, 1998 and on or before November 10, 1998, then the Purchase Price shall be equal to $1,090.00 per share plus accrued dividends thereon. 2. Payment of Purchase Price. At the Closing, the Acquirer shall pay the Purchase Price to the Stockholder in cash, by cashier's or certified check, or by wire transfer of immediately available funds to an account designated by the Stockholder. 3. Lock-up. Upon execution of this Agreement, the Stockholder agrees not to transfer, sell or otherwise assign any of the Shares to a third party prior to 8:00 p.m. (Boston time) on November 10, 1998. Further, during the period commencing at 9:00 a.m. (Boston time) on November 3, 1998 and ending at 8:00 p.m. (Boston time) on November 10, 1998, the Stockholder agrees (i) not to convert any shares of Preferred Stock into Common Stock, and (ii) not to engage in any transaction with respect to securities of OraVax other than sales (but not short sales) of Common Stock issued to the Stockholder upon conversion of shares of Preferred Stock prior to November 3, 1998. Notwithstanding the foregoing, if at any time the Acquirer becomes unable or unwilling to purchase the Shares as contemplated by this Agreement, the Acquirer shall so notify the Stockholder as soon as practicable by telephone and facsimile, and the restrictions set forth in this Section 3 shall be of no further force or effect. 4. Representations and Warranties 4.1 Representations and Warranties of the Acquirer. The Acquirer hereby represents and warrants to the Stockholder as follows: (a) The Acquirer is duly organized and in good standing under the laws of its jurisdiction of organization and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Acquirer is duly qualified as a foreign corporation to do business in every jurisdiction other than those in which the failure to so qualify would not have a material adverse effect on the business, operations or financial condition of the Acquirer. (b) The Acquirer has the requisite corporate power and authority to enter into and perform this Agreement, and this Agreement constitutes a valid and binding obligation of the Acquirer enforceable against the Acquirer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors' rights and remedies or by other equitable principles of law. (c) The execution, delivery and performance of this Agreement by the Acquirer do not and will not (i) result in a violation of the Acquirer's certificate of incorporation, as amended, or by-laws, as amended, or (ii) conflict with, or constitute a default under, any agreement, indenture or instrument to which the Acquirer is a party (except for such conflicts or defaults as would not, individually or in the aggregate, have a material adverse effect on the business, operations or financial condition of the Acquirer). 4.2 Representations and Warranties of the Stockholder. The Stockholder hereby represents and warrants to the Acquirer as follows: 2 (a) The Stockholder has the requisite power and authority to enter into and perform this Agreement, and this Agreement constitutes a valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors' rights and remedies or by other equitable principles of law. (b) The Stockholder is the sole legal and beneficial owner of the Shares and has the power to convey to the Acquirer good and marketable title to the Shares free and clear of all liens and encumbrances. The execution, delivery and performance of this Agreement by the Stockholder do not and will not conflict with, or constitute a default under, any agreement, indenture or instrument to which the Stockholder is a party. 5. Conditions to Closing 5.1 Conditions to the Obligations of the Acquirer. The obligations of the Acquirer under this Agreement are subject to the fulfillment, as of the Closing, of the following conditions precedent, each of which may be waived at the sole discretion of the Acquirer: (a) The Acquirer and OraVax shall have entered into an agreement providing for the acquisition of OraVax by the Acquirer (the "Acquisition Agreement"). (b) The representations and warranties of the Stockholder set forth in Subsection 4.2 shall be true and correct in all material respects. (c) No statute, rule, regulation, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits or seeks to prohibit the consummation of any of the transactions contemplated by this Agreement, and no claim or lawsuit shall have been made or filed which relates to the issuance by OraVax or the purchase by the Acquirer of shares of the Preferred Stock. 5.2 Conditions to the Obligations of the Stockholder. The obligations of the Stockholder under this Agreement are subject to the fulfillment, as of the Closing, of the following conditions precedent, each of which may be waived at the sole discretion of the Stockholder: (a) The Acquirer and OraVax shall have entered into the Acquisition Agreement. (b) The representations and warranties of the Acquirer set forth in Subsection 4.1 shall be true and correct in all material respects. 3 (c) No statute, rule, regulation, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits or seeks to prohibit the consummation of any of the transactions contemplated by this Agreement, and no claim or lawsuit shall have been made or filed which relates to the issuance by OraVax or the purchase by the Acquirer of shares of the Preferred Stock. 6. The Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Palmer & Dodge LLP, One Beacon Street, Boston, Massachusetts as soon as practicable following execution by the Acquirer and OraVax of the Acquisition Agreement, or at such other place and/or time as the Acquirer and the Stockholder may agree upon. 7. Notice. All notices required or permitted hereunder shall be in writing and deemed effectively given (i) upon personal delivery, (ii) one day after deposit with an overnight delivery service, postage prepaid, or (iii) two days after deposit with the United States Post Office, postage prepaid. All notices shall be addressed to the other party hereto at the address shown beneath his or its respective signature to this Agreement, or at such other address or addresses as either party shall designate to the other in accordance with this Section 7. 8. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements and understandings, relating to the subject matter of this Agreement. 9. Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Acquirer and the Stockholder. 10. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware. 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ORANGE ACQUISITION CO. By: -------------------------------- Name: Title: Address: -------------------------- THE STOCKHOLDER By: -------------------------------- Name: Title: Address: -------------------------- 5 EX-3 3 EXHIBIT 3 EXHIBIT 3 STOCKHOLDER VOTING AGREEMENT This Stockholder Voting Agreement (the "Agreement") dated as of November __, 1998 is by and between Peptide Therapeutics Group plc ("Peptide "), a corporation organized under the laws of England and Wales, and the undersigned stockholder ("Stockholder") of OraVax, Inc. (the "Seller"), a Delaware corporation. RECITALS A. Concurrently with the execution of this Agreement, Parent, Seller and Peach Acquisition Corporation ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of Parent, have entered into an Agreement and Plan of Merger (the "Merger Agreement") which provides for a merger of Seller with and into the Merger Sub (the "Merger"). Pursuant to the Merger, shares of common stock of Seller will be converted into the right to receive American Depositary Shares, each representing 10 ordinary shares, nominal value of 10 pence per share of Parent on the basis set forth in the Merger Agreement. B. The Stockholder is the record holder and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such number of shares of the outstanding capital stock of Seller as is indicated on the final page of this Agreement (the "Shares"). C. Parent desires the Stockholder to agree, and the Stockholder is willing to agree, (i) not to transfer or otherwise dispose of any of the Shares, or any other shares of capital stock of Seller acquired hereafter and prior to the Expiration Date (as defined in Section 1 below) (together with the Shares, the "Subject Shares"), except as otherwise permitted hereby, and (ii) to vote the Subject Shares so as to facilitate consummation of the Merger. NOW, THEREFORE, intending to be legally bound, the parties agree as follows: 1. Agreement to Retain Shares. Stockholder agrees not to transfer (except as may be specifically required by court order), sell, exchange, pledge or otherwise dispose of or encumber any of the Subject Shares, or to make any offer or agreement relating thereto, at any time prior to the Expiration Date. As used herein, the term "Expiration Date" shall mean the earlier to occur of such date and time as (i) the Merger shall become effective in accordance with the provisions of the Merger Agreement and (ii) the Merger Agreement shall be terminated pursuant to Section 9.1 thereof. 2. Agreement to Vote Subject Shares. At every meeting of the stockholders of Seller called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of Seller with respect to any of the following, Stockholder shall vote the Subject Shares: (i) in favor of approval of the Merger Agreement and the Merger and any matter that could reasonably be expected to facilitate the Merger; and (ii) against approval of any proposal made in opposition to or competition with consummation of the Merger and against any merger, consolidation, sale of assets, reorganization or recapitalization, with any party other than with Parent and its affiliates, and against any liquidation or winding up of Seller (each of the foregoing is hereinafter referred to as an "Opposing Proposal"). Stockholder agrees not to take any actions contrary to Stockholder's obligations under this Agreement. 3. Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit I (the "Proxy"), which shall be irrevocable to the extent provided under the Delaware General Corporation Law, with respect to the total number of shares of capital stock of Seller beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Stockholder set forth therein. 4. Representations, Warranties and Covenants of the Stockholder. Stockholder hereby represents, warrants and covenants to Parent as follows: 4.1. Ownership of Shares. Stockholder (i) is and will be at the time of the action of the stockholders of Seller on the Merger the beneficial owner of the Shares and the Subject Shares, which at the date hereof and at all times up until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances; (ii) does not beneficially own any shares of capital stock of Seller other than the Shares (excluding shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. 4.2. No Proxy Solicitations. Stockholder will not, and will not permit any entity under Stockholder's control to: (i) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; (ii) initiate a stockholders' vote or action by consent of stockholders of Seller with respect to an Opposing Proposal; or (iii) become a member of a "group" (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of Seller that takes any action in support of an Opposing Proposal. 5. No Limitation on Discretion as Director. This Agreement is intended solely to apply to the exercise by Stockholder in his or her individual capacity of rights attaching to ownership of the Subject Shares, and nothing herein shall be deemed to apply to, or to limit in any manner the discretion of Stockholder with respect to, any action which may be taken or omitted by him or her acting in his or her fiduciary capacity as a director of Seller. 6. Additional Documents. Stockholder hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Parent or Stockholder, as the case may be, to carry out the intent of this Agreement. 2 7. Consent and Waiver. Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which Stockholder is a party or pursuant to any rights Stockholder may have. 8. Termination. This Agreement shall terminate and shall have no further force or effect as of the Expiration Date. 9. Miscellaneous. 9.1. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 9.2. Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either party without prior written consent of the other. 9.3. Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. 9.4. Specific Performance; Injunctive Relief. The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity. 9.5. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in person, by cable, telegram or facsimile, or sent by mail (registered or certified mail, postage prepaid, return receipt requested) or overnight courier (prepaid) to the respective parties as follows: (a) if to Parent, to: Peptide Therapeutics Group plc 321 Cambridge Science Park: Milton Road Cambridge, England CB4 4WG Attn: John R. Brown Telephone: 011-44-1223-423-333 Facsimile: 011-44-1223-423-341 3 with a copy to: Palmer & Dodge LLP One Beacon Street Boston, Massachusetts 02108 Attn: Michael Lytton, Esq. Telephone: (617) 573-0100 Facsimile: (617) 227-4420 (b) if to the Stockholder: To the address for notice set forth on the last page hereof. with a copy to: Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Attn: John M. Westcott, Jr., Esq. Telephone: (617) 526-6000 Facsimile: (617) 526-5000 or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt. 9.6. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the Commonwealth of Massachusetts. 9.7. Entire Agreement. This Agreement contains the entire understanding of the parties in respect of the subject matter hereof, and supersedes all prior negotiations and understandings between the parties with respect to such subject matter. 9.8. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. 9.9. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction of interpretation of this Agreement. 4 IN WITNESS WHEREOF, the parties have caused this Stockholder Voting Agreement to be duly executed on the date and year first above written. PEPTIDE THERAPEUTICS GROUP PLC By: ------------------------------ Name: ---------------------------- Title: --------------------------- STOCKHOLDER: By: ------------------------------ Stockholder's Address for Notice: --------------------------------- --------------------------------- --------------------------------- Shares beneficially owned: shares of Common Stock --------------- Shares subject to outstanding options: shares of Common Stock --------------- [Signature Page to Stockholder Voting Agreement] 5 EX-4 4 EXHIBIT 4 EXHIBIT 4 AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D Each of the undersigned hereby affirms that it is individually eligible to use Schedule 13D, and agrees that this Schedule 13D is filed on its behalf. Date: November 20, 1998 PEPTIDE THERAPEUTICS GROUP PLC By /s/ Gordon Cameron ---------------------- Gordon Cameron Finance Director ORANGE ACQUISITION CORP. By /s/ Gordon Cameron ---------------------- Gordon Cameron Treasurer -----END PRIVACY-ENHANCED MESSAGE-----