Filed by Corvas International, Inc.
Filed Pursuant to Rule 425 promulgated under the
Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12
promulgated Under the Securities Exchange Act of 1934, as amended.
Subject Company: Corvas International, Inc.
Commission File No.: 0-19732
[CORVAS LOGO HERE]
NEWS RELEASE
- ------------
Contact: Carolyn M. Felzer
Vice President and Controller
Corvas International, Inc.
858/455-9800
www.corvas.com
CORVAS INTERNATIONAL REPORTS FIRST QUARTER RESULTS
SAN DIEGO, CA - APRIL 22, 2003
FLASH RESULTS
Corvas International, Inc. (Nasdaq: CVAS)
(In thousands, except per share data)
1st quarter ended 1st quarter ended
3/31/03 3/31/02
----------------- -----------------
Total Expenses $ 4,944 $ 5,991
Net Loss $ (4,625) $ (5,190)
Shares Used 27,591 27,503
EPS $ (0.17) $ (0.19)
Corvas International, Inc. (Nasdaq:CVAS) today reported financial results for
the first quarter ended March 31, 2003.
First quarter operating revenues of $38,000 and operating expenses of $4.9
million contributed to a net loss of $4.6 million, or $.17 per share. In the
first quarter of 2002, operating revenues of $27,000 and operating expenses of
$6.0 million contributed to a net loss of $5.2 million, or $.19 per share.
Cash, cash equivalents and investments at March 31, 2003 totaled $86.3 million,
compared to $90.5 million at December 31, 2002. These investments mature at
various dates through January 15, 2005.
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CORVAS REPORTS FIRST QUARTER RESULTS
On February 24, 2003, Corvas executed a definitive merger agreement under which
Dendreon Corporation will acquire Corvas, subject to various closing conditions
including approval by the stockholders of each company. Under the terms of the
agreement, each share of Corvas common stock will be exchanged for a fixed ratio
of 0.45 shares of Dendreon common stock in a tax-free reorganization. Corvas'
existing stockholders will own approximately 31.7% of the combined company. The
transaction is currently anticipated to close in the second quarter of 2003,
subject to approval by stockholders of both companies.
ABOUT CORVAS
Corvas International, Inc. is a biopharmaceutical company focused on the
development of new biotherapeutics that address large medical markets, including
cardiovascular disease and cancer. Corvas initiated a Phase II clinical program
in November 2002 for rNAPc2, a novel anticoagulant intended for the treatment of
people affected by acute coronary syndromes, specifically unstable angina and
non-ST-segment elevation myocardial infarction. Corvas' cancer research programs
are focused on the development of new biotherapies, including monoclonal
antibodies and synthetic pro-drugs, that target serine proteases associated with
the growth and spread of cancerous tumors.
ADDITIONAL INFORMATION ABOUT THE COMBINATION AND WHERE TO FIND IT
Dendreon and Corvas have filed with the Securities and Exchange Commission
("SEC") a Registration Statement on Form S-4, which contains a preliminary joint
proxy statement/prospectus with respect to the combination and other relevant
materials. INVESTORS AND SECURITY HOLDERS OF CORVAS ARE URGED TO READ THE
PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT CORVAS AND THE COMBINATION. The preliminary joint proxy
statement/prospectus and other relevant materials, and any other documents filed
by Corvas with the SEC, may be obtained free of charge at the SEC's web site at
www.sec.gov. In addition, investors and security holders may obtain free copies
of the documents filed by Corvas with the SEC by contacting Corvas Investor
Relations at 3030 Science Park Road, San Diego CA 92121.
Corvas and its executive officers and directors may be deemed to be participants
in the solicitation of proxies from the stockholders of Corvas in favor of the
combination. Information about the executive officers and directors of Corvas
and their ownership of Corvas common stock is set forth in the Annual Report on
Form 10-K for the year ended December 31, 2002, which was filed with the SEC on
March 14, 2003. Certain directors and executive officers of Corvas may have
direct or indirect interests in the combination due to securities holdings,
pre-existing or future indemnification arrangements, vesting of options or
rights to severance payments if their employment is terminated following the
combination. Additional information regarding Corvas and the interests of its
executive officers and directors in the combination is contained in the
preliminary joint proxy statement/prospectus.
Investors and security holders are urged to read the joint proxy
statement/prospectus and the other relevant materials, and any other documents
filed with the SEC by Corvas, before making any voting or investment decision
with respect to the combination.
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CORVAS REPORTS FIRST QUARTER RESULTS
FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, this press release contains
forward-looking statements, including statements about Dendreon's anticipated
acquisition of Corvas and Corvas' rNAPc2 Phase II clinical trial and cancer
programs. These statements are based on management's current expectations and
beliefs and are subject to a number of risks and uncertainties, particularly
those risks and uncertainties inherent in the process of discovering, developing
and commercializing drugs that are safe and effective for use as human
therapeutics, that could cause actual results to differ materially from those
described in the forward-looking statements.
Some of the risks include the risk that the acquisition of Corvas by Dendreon
does not ultimately close and that Corvas has foregone opportunities while the
transaction was pending, or that the closing of the transaction is delayed
beyond the second quarter of 2003, that prior to the closing of the proposed
acquisition, the businesses of the companies, including the retention of key
employees, suffer due to uncertainty, that the parties are unable to
successfully execute their integration strategies or achieve planned synergies,
the rNAPc2 clinical trial for the treatment of patients with unstable angina and
non-ST-segment elevation myocardial infarction will not be successful, and the
risk that the Company's cardiovascular and cancer programs may never generate
marketable products and other risks and uncertainties that are described in the
reports filed by Corvas with the SEC, including its most recent Annual Report on
Form 10-K. Further information on the risks and uncertainties that could affect
Corvas' business, financial condition and results of operations are contained in
Corvas' filings with the SEC, which are available at www.sec.gov. The Company
undertakes no obligation to revise or update these forward-looking statements to
reflect events or circumstances after the date of this release, except as
required by law.
(Financial data follows)
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CORVAS REPORTS FIRST QUARTER RESULTS
[CORVAS LOGO HERE]
STATEMENTS OF OPERATIONS DATA:
Three Months Ended March 31,
----------------------------
2003 2002
---- ----
(unaudited) (unaudited)
(in thousands, except per share data)
Revenues:
Royalties $ 38 $ 27
--------- ---------
Total revenues 38 27
--------- ---------
Costs and expenses:
Research and development 3,163 4,724
General and administrative 1,781 1,267
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Total costs and expenses 4,944 5,991
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Loss from operations (4,906) (5,964)
Other income 498 980
Interest expense (217) (206)
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Net loss and other comprehensive loss $ (4,625) $ (5,190)
========= =========
Basic and diluted net loss per share $ (0.17) $ (0.19)
========= =========
Shares used in calculation of basic and
diluted net loss per share 27,591 27,503
========= =========
BALANCE SHEET DATA:
March 31, December 31,
2003 2002
---- ----
(unaudited)
(in thousands)
Cash, cash equivalents and investments $ 86,340 (A) $ 90,474
Working capital 68,769 79,755
Total assets 92,061 96,593
Long-term debt 12,770 12,558
Accumulated deficit (150,803) (146,178)
Total stockholders' equity 76,909 81,531
(A) Includes long- and short-term investments that mature at various dates
through January 15, 2005.
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