SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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| Filed by the Registrant | | ý |
| Filed by a Party other than the Registrant | | ¨ |
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| ¨ | | Preliminary Proxy Statement |
| ¨ | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | | Definitive Proxy Statement |
| ¨ | | Definitive Additional Materials |
| ý | | Soliciting Material under Rule 14a-12 |
EPIMMUNE INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
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Filed by Epimmune Inc. pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.
PRESS RELEASE
On May 5, 2005, Immuno-Designed Molecules, S.A., or IDM, a société anonyme organized under the laws of France, issued the following press release announcing that results of the Phase II trial of its cancer vaccine, Uvidem, would be presented at the annual meeting of ASCO (American Society of Clinical Oncology) on May 15, 2005.
We have entered into a share exchange agreement, as amended, with shareholders of IDM. Subject to the terms and conditions of the share exchange agreement, as amended, we will acquire all of the outstanding share capital of IDM, with certain exceptions related to shares and a warrant held in French retirement accounts, in exchange for shares of our common stock, and IDM will become our subsidiary.
IDM will present phase II trial results for its melanoma cancer vaccine, Uvidem®,
at ASCO (Orlando) on May 15, 2005
Paris, France – May 5, 2005.IDM (Immuno-Designed Molecules), a biopharmaceutical company which recently announced a business combination with Epimmune Inc. (Nasdaq : EPMN), will present the results of a phase II trial of its cancer vaccine, Uvidem(R), for the treatment of patients with melanoma, at the Annual Meeting of ASCO (American Society of Clinical Oncology) in Orlando, Florida. This presentation will be given on May 15, 2005, as part of the “Immunotherapy General Poster Session” program, from 8 AM to 12 PM.
Uvidem is a therapeutic vaccine developed by IDM in partnership with Sanofi-Aventis. It consists of dendritic cells loaded with lysates prepared from melanoma cell lines. The phase II trial to be presented included 60 patients with stage IV melanoma and was conducted at 12 clinical centers in France and Australia. The primary endpoint of this trial was to assess the safety and immune response following this treatment.
The results of the trial showed that Uvidem was well tolerated: most side effects observed were mild or moderate and without direct link to the treatment. In 77% of the 13 patients who received the full treatment (6 injections), an immune response against tumor-associated antigens (Melan-A/MART1, NY-ESO-1, Tyrosinase or gp100) was detected after vaccination. There was no complete or partial responses but stabilization of disease was reported in 10 patients. The correlation between immune response and disease stabilization will be discussed during the presentation of the results at ASCO.
Based on these encouraging results, IDM has initiated another phase II trial of Uvidem in the US, which will include 37 patients with stage III or IV melanoma. The first patient was enrolled in this trial in April 2005.
Melanoma accounts for 5% of skin cancers but is responsible for 70% of deaths from skin cancer. It is the 7 most common cancer in the USA. There are approximately 54,000 new cases in the United States each year and 60,000 new cases in Europe.
IDM, which is specialized in immunotherapy for the treatment of cancer and is privately held, recently announced that more than 93% of its shareholders have entered into a definitive agreement
to combine IDM with publicly traded Epimmune Inc. in an all-stock transaction expected to close in the second or third quarter of 2005. Epimmune has filed a proxy statement with the United States Securities and Exchange Commission in connection with the transaction, which is subject to approval by the Epimmune stockholders and certain other closing conditions.
About IDM
IDM is a biopharmaceutical company focused on the development of innovative products to treat and control cancer while maintaining the patient’s quality of life. IDM is currently developing two lines of products: one aiming at the destruction of residual cancer cells after the use of traditional therapies, and the other to prevent tumor recurrence by triggering an immune response. IDM’s most advanced product has completed a Phase III clinical trial, five other products are in clinical trials and five are in preclinical development. For more information, visit www.idm-biotech.com.
Where You Can Find Additional Information About IDM’s Proposed Combination with Epimmune
Epimmune Inc. has filed a preliminary proxy statement concerning its proposed combination with IDM with the Securities and Exchange Commission (SEC). Investors and security holders are advised to read the proxy statement related to the proposed transaction because it contains important information related to the transaction. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by Epimmune with the SEC at the SEC’s website at http://www.sec.gov. The proxy statement and any other documents filed by Epimmune with the SEC may also be obtained free of charge from Epimmune by directing such request to Epimmune��s Secretary at the following address: 5820 Nancy Ridge Drive, San Diego, California 92121.
Information Concerning Participation in Epimmune’s Proxy Solicitation
IDM and Epimmune and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Epimmune with respect to the proposed transaction between Epimmune and IDM. Information regarding Epimmune’s executive officers and directors is included in Epimmune’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2004. This document is available free of charge at the SEC’s website at http://www.sec.gov and from Epimmune at http://www.epimmune.com. Investors and security holders may obtain additional information about the interests of the respective executive officers and directors of Epimmune and IDM in the proposed transaction between Epimmune and IDM by reviewing the proxy statement related to the transaction filed with the SEC.
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IDM press contact: | | Euro RSCG C&0 : |
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| Nadine Sciacca, Communication Director | | Marie-Carole de Groc/Florence Macaire |
| Tel.: +33 (0) 1 40 09 04 11 | | +33 (0)1 58 47 95 07/+33 (0)1 58 47 95 18 |
E-mail: nsciacca@idm-biotech.com. | | marie-carole.de-groc@eurorscg.fr |
| | florence.macaire@eurorscg.fr |
Forward-Looking Statements
The foregoing statements regarding the proposed transaction between us and IDM include forward looking statements, which are subject to risks and uncertainties, including but not limited to the possibility that the proposed transaction with IDM may not ultimately close for any of a number of reasons, such as our not obtaining shareholder approval of the transaction or related matters; failure of holders of at least 95% of the outstanding stock of IDM to become parties to the definitive agreement; the possibility that IDM shareholders who have not become parties to the definitive agreement make an alternative bid regarding a transaction involving IDM to the IDM shareholders pursuant to rights under the shareholders agreement among the IDM shareholders and, if so, that the IDM shareholders accept that bid instead of the transaction with us; and the possibility that Nasdaq will not approve the listing of the combined company’s shares for trading on the Nasdaq National Market; and that, in the event the transaction is completed, the combination of us and IDM may not result in a stronger company, that the technologies and clinical programs of the two companies may not be compatible and that the parties may be unable to successfully execute their integration strategies or realize the expected benefits of the transaction. In addition, statements regarding development of IDM’s product candidates are subject to risks and uncertainties regarding regulatory approval and commercialization of IDM’s product candidates, including whether clinical trial results will support regulatory approval of Mepact.
