Filed by aaiPharma Inc.
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: aaiPharma Inc.
Commission File No. 0-21185
Subject Company: CIMA LABS INC.
Commission File No. 0-24424
In connection with a proposed business combination transaction, Scarlet Holding Corporation, the holding company in the proposed transaction, intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a joint proxy statement/prospectus and other relevant documents in connection with the proposed transaction. Investors of aaiPharma Inc. (“aaiPharma”) and CIMA LABS INC. (“Cima”) are urged to read the joint proxy statement/prospectus and other relevant materials when they become available because they will contain important information about Scarlet Holding Corporation, aaiPharma and Cima and the proposed transaction. Investors may obtain a free copy of these materials (when they are available) and other documents filed by the Holding Company, aaiPharma and Cima with the Securities and Exchange Commission at the SEC’s website at www.sec.gov. A free copy of the joint proxy statement/prospectus, when it becomes available, also may be obtained from aaiPharma Inc., 2320 Scientific Park Drive, Wilmington, North Carolina 28405 or CIMA LABS INC., 10000 Valley View Road, Eden Prairie, Minnesota 55344. Investors also may access free copies of the documents filed with the SEC by aaiPharma on aaiPharma’s website at www.aaiPharma.com or upon written request to aaiPharma at its address listed above, and investors may access free copies of the documents filed with the SEC by Cima on Cima’s website at www.cimalabs.com or upon written request to Cima at its address indicated above.
aaiPharma, Cima and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from their respective stockholders in favor of the proposed business combination. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of aaiPharma’s stockholders in connection with the proposed merger is set forth in aaiPharma’s proxy statement for its 2003 annual meeting, dated April 8, 2003 and filed with the SEC on April 11, 2003, and information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Cima’s stockholders in connection with the proposed transaction is set forth in Cima’s proxy statement for its 2003 annual meeting, dated April 14, 2003 and filed with the SEC on April 11, 2003. Additional information about these participants is contained in the Current Reports on Form 8-K filed by aaiPharma and Cima on August 5, 2003.
Additional information regarding these individuals and any interest they have in the proposed transaction will be set forth in the joint proxy statement/prospectus when it is filed with the SEC.
Set forth below are written materials relating to the merger first published on or after the date hereof. These materials contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations and beliefs of the management of aaiPharma and Cima 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 in these materials include statements about future financial and operating results, synergies and the proposed merger of aaiPharma and Cima. These statements are not guarantees of future performance, involve certain risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. Therefore, actual outcomes and results may differ materially from what is expressed therein.
Risks and uncertainties pertaining to the following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the ability of aaiPharma and Cima to obtain the stockholder and regulatory approvals required for the merger; the new company’s ability to successfully integrate the businesses of the two companies; unexpected costs involved in the merger or in the new company’s ability to achieve cost-cutting synergies; the impact of uncertainty surrounding the merger on the businesses of the two companies; the impact of competition, new data, supply issues or marketplace trends on the market for the companies’ products; deterioration in the business of aaiPharma or Cima prior to closing; technical, regulatory or manufacturing issues, new data or intellectual property disputes that may affect the companies’ programs; the ability of the new company to develop and market products in a timely manner; and difficulties in gaining approval of new products. Additional economic, business, competitive and/or regulatory factors affecting aaiPharma’s and Cima’s businesses generally that may cause actual results to differ materially are discussed in their respective filings with the SEC, including their Annual Reports on Form 10-K for the fiscal year ended December 31, 2002, especially in the Management’s Discussion and Analysis section, their most recent Quarterly Reports on Form 10-Q and their Current Reports on Form 8-K. aaiPharma and Cima do not undertake any obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements, whether as a result of new information, future events or otherwise.
Attached below is a slide show presentation related to the merger and an e-mail communication that was sent to aaiPharma employees and posted on the employee-only section of the joint website.
aaiPharmaand CIMA Announce Integration Team
To facilitate the integration of CIMA andaaiPharmaupon completion of the pending merger, and ensure that the combined company reflects the best-in-class practices in our industry,aaiPharmaand CIMA have appointed an integration team. With members from both CIMA andaaiPharma, this team will report directly to Dr. Phil Tabbiner, designated to serve as President and CEO of the combined company, and make recommendations to drive the overall success of the new company. Team members include:
| • | Team leader: Bowin Lindgren, Vice President of Human Resources,aaiPharma | ||
| • | Ronald Gay, Vice President of Human Resources, CIMA | ||
| • | Richard St. Francis, Vice President of Finance, AAI Development Services | ||
| • | David Brown, Group Leader, Formulation Development, CIMA |
Beginning immediately, these core team members will be dedicated full-time to plans to integrate the two organizations and build bridges between the various departments and facilities within each company upon completion of the merger. This team will seek out the best ideas, processes and benefits from the two organizations or, where appropriate, from the larger marketplace, and recommend these practices for the new company. The work of this team will contribute significantly to the overall success of the merger.
As we have indicated from the outset, this merger is predicated on the strategic benefits we believe will be derived from combining the two organizations. These anticipated benefits include greater R&D horsepower, increased manufacturing capabilities, significant proprietary pipeline opportunities and the accelerated rate at which our goals can be achieved.
With this in mind, this integration team will review and recommend to Dr. Tabbiner:
| • | Revenue maximization opportunities | ||
| • | Avenues to realize organizational synergies | ||
| • | Areas for systems integration | ||
| • | Enhanced employee benefits programs | ||
| • | Appropriate organizational structures to maximize the combined human and capital resources. |
Updates regarding the activities of the integration team will be provided on an ongoing basis as part of our overall merger communication efforts.
Please join us in congratulating these individuals on their important assignments and supporting them in their efforts to fully realize the benefits of this merger.