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 | | þ |
Filed by a Party other than the Registrant | | o |
Check the appropriate box:
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o | | Preliminary Proxy Statement |
o | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | | Definitive Proxy Statement |
o | | Definitive Additional Materials |
þ | | 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)
Payment of Filing Fee (Check the appropriate box):
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þ | | No fee required. |
o | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| | | (1 | ) | | Title of each class of securities to which transaction applies: |
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| | | (3 | ) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| | | (4 | ) | | Proposed maximum aggregate value of transaction: |
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| | | (5 | ) | | Total fee paid: |
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o | | Fee paid previously with preliminary materials: |
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o | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| | | (1 | ) | | Amount Previously Paid: |
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| | | (2 | ) | | Form, Schedule or Registration Statement No.: |
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Filed by Epimmune Inc. pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended.
Epimmune Inc. entered into a share exchange agreement, dated March 15, 2005, as amended, with shareholders of IDM S.A., a société anonyme organized under the laws of France.
On June 21, 2005, Jean-Loup Romet-Lemonne, IDM's president and chief executive officer, is scheduled to make a presentation to attendees of the BIO 2005 Annual International Convention in Philadelphia, Pennsylvania regarding the proposed combination of Epimmune and IDM. Following such presentation, executive officers of Epimmune and IDM may also make presentations to institutional investors and others regarding the proposed combination of Epimmune and IDM. The contents of the slides for these presentations are attached below.
Where You Can Find Additional Information About Our Proposed Combination with IDM
We have filed a preliminary proxy statement concerning our proposed combination with IDM with the Securities and Exchange Commission, or SEC. Investors and security holders are advised to read the proxy statement related to the proposed transaction, as may be amended, 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 we file with the SEC at the SEC’s website athttp://www.sec.gov. The proxy statement and any other documents we file with the SEC may also be obtained free of charge from us by directing such request to our Secretary at the following address: 5820 Nancy Ridge Drive, San Diego, California 92121.
Information Concerning Participation in Epimmune’s Proxy Solicitation
We and IDM and our respective executive officers and directors may be deemed to be participants in the solicitation of proxies from our shareholders with respect to the proposed transaction between us and IDM. Information regarding our executive officers and directors is included in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2004. 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 us and IDM by reviewing the proxy statement related to the transaction. These documents are available free of charge at the SEC’s website athttp://www.sec.gov and from us athttp://www.epimmune.com.
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.