Filed by Endo Pharmaceuticals Holdings Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Algos Pharmaceutical Corporation
Commission File No. 0-28844
The following is a description of a portion of a slide presentation that has
been prepared for future presentation to affiliates of Kelso & Company.
Endo Pharmaceuticals Inc.
Kelso Conference
May 2000
Algos Merger
Endo
Endo Pharmaceuticals Inc.
Algos
Algos is a leader in developing proprietary pain management products
Algos products combine existing analgesics and anesthetics with
NMDA-receptor antagonist drugs
Endo
Endo Pharmaceuticals Inc.
Algos Merger
On November 26, 1999 Endo announced that we entered into a definitive
merger agreement with Algos Pharmaceuticals
Initially 80%-20% Endo-Algos
Possible ratios from 85%-15% to 60%-40% depending on:
Timing of MorphiDex(R)approval
Endo achieving a defined gross profit target in Fiscal 2000
Merger subject to Algos shareholder approval
Collaboration agreement on Oxycodone
Endo
Endo Pharmaceuticals Inc.
Merger Summary
Carol A. Ammon named President and CEO and John W. Lyle named Chairman
of the Board
Endo in process of registering to become a public company on the
Nasdaq ("ENDP")
- Algos will merge with and into a subsidiary of Endo
Series of warrants to be issued to address contingent nature of
ownership ranges
Merger anticipated to close late second quarter 2000
Endo
Endo Pharmaceuticals Inc.
Merger - Strategic Rationale
Combined Company becomes a U.S. leader in pain management with brand
equity and novel proprietary technology
Marriage of established specialty pharmaceutical company with a broad
technology development company
Significant growth potential through:
- Existing marketed products
- Newly launched branded products
- Pipeline of late stage development products
Endo
Endo Pharmaceuticals Inc.
Merger- Strategic Rationale
Focus on large, fast-growing Pain Management markets
Accelerated market penetration of Algos' patented technology through
existing Endo commercial capabilities
Percocet(R) brand significantly enhanced with NMDA patented technology
Endo
Endo Pharmaceuticals Inc.
Recent Algos Developments
On August 2, 1999, Algos received a "non-approvable" letter from the
FDA on its lead product MorphiDex(R)
FDA meeting held December 1999 to resolve MorphiDex(R)
NDA deficiencies
Two additional large MorphiDex(R) post-operative pain studies underway
MorphiDex(R) refiling preparation underway
Endo
Endo Pharmaceuticals Inc.
Broad and Deep Portfolio
Moderate Moderately Severe Severe
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Existing Brands: Nubain(R) Percocet(R) 5.0, Percodan(R), Percolone(R),
Numorphan(R)
New Brands: Lidoderm(R) Percocet(R) 2.5 Percocet(R) 7.5, Percocet(R) 10
Zydone(R) 5, Zydone(R) 7.5, Zydone(R) 10
Pipeline Brands: EN3222 EN3223 Numorphan(R)IR and CR
Patent Protected Brands HydrocoDex(TM) OxycoDex(TM) MorphiDex(R)
EN3215 LidoDex(TM) NS NeuroDex(TM) EN3216
Endo
Endo Pharmaceuticals Inc.
On December 17, 1999, Algos Pharmaceutical Corporation filed a proxy
statement/prospectus on Schedule 14A in connection with its proposed merger with
Endo Pharmaceuticals Holdings Inc. Algos filed amendments to the proxy
statement/prospectus on Schedule 14A with the Securities and Exchange Commission
on March 3 and April 13, 2000. WE URGE INVESTORS TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and stockholders may
obtain a free copy of Amendment No. 2 to the proxy statement/prospectus on
Schedule 14A and other documents filed by Algos with the SEC at the SEC's
website at www.sec.gov. In addition, the proxy statement/prospectus and other
documents filed with the SEC by Algos may be obtained for free from Algos by
directing a request to Algos Pharmaceutical Corporation, 1333 Campus Parkway,
Neptune, New Jersey 07753-6815, Attention: Investor Relations, Telephone:
(732) 938-5959.
Endo, Algos, their respective directors, executive officers and other employees
and certain other persons may be soliciting proxies from Algos stockholders in
favor of the merger. Information concerning the participants in the solicitation
is included in Amendment No. 2 to the proxy statement/prospectus on Schedule 14A
filed by Algos with the Commission on April 13, 2000.