Filed by Applera Corporation
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: Axys Pharmaceuticals, Inc.
Commission File No. 000-22788
CELERA GENOMICS TO ACQUIRE AXYS PHARMACEUTICALS, INC.
Merger Expected to Advance Drug Discovery Capabilities for Celera
ROCKVILLE, MD, and SOUTH SAN FRANCISCO, CA--June 13, 2001--Celera Genomics
(NYSE: CRA), an Applera Corporation business, and Axys Pharmaceuticals, Inc.
(Nasdaq: AXPH), a biopharmaceutical company with expertise in the development
of small molecule therapeutics, announced today that they have signed a
definitive merger agreement whereby Celera will acquire Axys in a
stock-for-stock transaction. The capabilities expected to be acquired through
this merger should support and accelerate Celera's expansion into the drug
discovery arena.
The transaction, which has been unanimously approved by the Boards of
Directors of both companies, is structured as a tax-free reorganization and
would be accounted for under the purchase method. Under the terms of the
merger agreement, the ultimate value to be received is subject to a collar
mechanism. (See Additional Information section below.) Based upon Celera's
closing stock price yesterday, Axys stockholders would have receive $4.65 per
share payable in Celera common stock. The transaction is subject to customary
closing conditions, including approval by Axys stockholders and regulatory
approvals.
Over the past three years, Celera has established expertise in generating,
integrating, and analyzing genomic data--demonstrating the value of an
industrialized approach to understanding biological processes. This
information has been the basis for Celera's On-line Information Business.
Celera is now leveraging its high-throughput and integrated approaches in
bioinformatics, genomics, and proteomics to create a next-generation
diagnostic and therapeutic company. Axys is expected to complement Celera's
existing capabilities, including its chemical libraries and facilities,
high-throughput screening, medicinal chemistry, structural biology, and
pre-clinical capabilities that should enable Celera to identify and optimize
small molecule therapeutic candidates for its genomic and proteomics
discoveries. As part of the planned merger, Axys' team of skilled chemists and
experienced biologists would be combined with Celera's scientific teams. In
addition to its existing research facilities in the South San Francisco area,
Axys also has a 43,000 square foot, state-of-the-art medicinal chemistry
facility slated for completion this year.
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Axys has partnered research and development programs with several
pharmaceutical companies such as Merck & Co., Aventis Pharmaceuticals, Inc.,
and Bayer AG. These collaborations address medical conditions such as
osteoporosis, asthma, inflammatory and autoimmune diseases, and cardiovascular
disease. Axys' primary drug discovery research has been directed at
proteases-proteins that initiate key biological processes throughout the body.
For the past two years Axys has focused its internal research efforts on
oncology, specifically angiogenesis, estrogen receptor modulation, tumor
metastasis, and apoptosis. Axys has been successful in applying its
structure-based drug design technology platform for the identification and
optimization of clinical candidates.
"As Celera continues its development as a therapeutic and diagnostic company
we will evaluate opportunities necessary to achieve our goals," said Tony L.
White, Applera's chief executive officer. "We believe the merger with Axys is
a very important step in this process. The company has impressive capabilities
in medicinal chemistry, high-throughput screening, and pharmacology that
should enhance Celera's therapeutic discovery platforms. We are also impressed
with the pharmaceutical research partnerships that Axys has established. We
believe Celera will add value to these relationships, and we will continue to
look for other collaborations that could utilize the combined capabilities of
Axys and Celera."
"Building on its genomic and proteomic platform, Celera is now focused on the
identification and evaluation of therapeutic targets that could form the basis
of potential new treatments or cures for human disease," said J. Craig Venter,
Ph.D., Celera's president and chief scientific officer. "Medicinal chemistry
and high-throughput screening capabilities are critical elements to turn these
discoveries into important therapeutic agents and move Celera to the next
stage as a more fully integrated discovery and development company. We look
forward to working together with Axys' impressive integrated chemistry and
biology research teams whose broad technical and industry experience have been
successful in identifying and optimizing small molecule leads. This, coupled
with Axys' research focus in oncology, make for a particularly exciting and
synergistic merger for Celera."
After the planned acquisition is finalized, Michael C. Venuti, Ph.D., Axys'
senior vice president for research and development, will report to Dr. Venter.
Dr. Venuti is an organic chemist with more than 20 years of research
experience in the pharmaceutical and biotechnology industry. His leadership of
the chemistry, structural biology, and preclinical science teams at Axys and
their integration with Celera's scientific organization will be invaluable as
Celera moves toward validation of its promising discoveries. Axys president
and chief executive officer Paul Hastings, with 17 years of pharmaceutical and
biotech commercial management experience will report to Celera's chief
operating office, Peter Chambre. He will play an important role in integrating
Axys' capabilities that expand Celera's ability to commercialize its
therapeutic discoveries.
"In drug discovery, the ultimate validation of a target is demonstrating that
the target can be modulated by a small molecule in a dose-responsive way to
produce a desired therapeutic effect," said Paul Hastings. "In contrast to
many other discovery-oriented biotechnology companies, Axys has been
successful in using a variety of tools to avoid dependence on a single
rate-limiting technology. We are pleased by this merger agreement as we
believe that Celera's volume of therapeutic targets coupled with Axys' drug
discovery expertise focused on employing high throughput screening, medicinal
chemistry, structure-based drug design, and pharmacology directed at
preclinical lead optimization should make for a long-term competitive edge in
drug discovery."
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Conference Call and Webcast Information
A conference call with Applera Corporation, Celera Genomics, and Axys
Pharmaceuticals executives will be held today at 9 a.m. EDT with investors and
media to discuss the proposed merger. To participate, please phone (800)
598-1707 between 8:45 a.m. and 9:00 a.m. EDT. The conference ID is 1146097.
Participants outside the US and Canada should call (+1) 706-634-4992. The call
will also be webcast live on the Internet at http://www.celera.com/,
http://axyspharm.com/, and
http://www.companyboardroom.com/conferencecall.asp?date=20010612&client=
About Axys
Axys Pharmaceuticals, Inc., an integrated small molecule drug discovery and
development company, has a broad pipeline of products for chronic therapeutic
applications that are partnered with world-class pharmaceutical companies and
a proprietary product portfolio in oncology. Axys is also building shareholder
value through investments in affiliated businesses that leverage the Axys
technologies. Currently, these companies include Discovery Partners
International, Inc. (Nasdaq:DPII), a chemistry services company, and DNA
Sciences, a genetics company.
About Celera
Applera Corporation comprises two operating groups. The Celera Genomics Group,
an integrated source of genomic and related medical information headquartered
in Rockville, MD, is evolving to become a next generation diagnostic and
therapeutic discovery company. Celera intends to leverage its industrialized
approach to biology to develop platforms for enabling these new discoveries
both for subscribers and for its own internal product development. The Applied
Biosystems Group (NYSE: ABI) develops and markets instrument-based systems,
reagents, software, and contract services to the life science industry and
research community. Applied Biosystems is headquartered in Foster City, CA,
and reported sales of $1.4 billion during fiscal 2000. Information about
Applera Corporation, including reports and other information filed by the
company with the Securities and Exchange Commission, is available on the World
Wide Web at www.applera.com, or by telephoning (800) 762-6923.
Certain statements in this press release are forward-looking. These may be
identified by the use of forward-looking words or phrases such as "believe,"
"expect," "anticipate," and "potential," among others. These forward-looking
statements are based on Applera Corporation's and Axys' current expectations.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for such forward-looking statements. In order to comply with the terms of the
safe harbor, Applera Corporation and Axys note that a variety of factors could
cause actual results and experience to differ materially from the anticipated
results or other expectations expressed in forward-looking statements within
this press release. The risks and uncertainties include but are not limited
to: (1) failure of the transaction to close due to the failure to obtain
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regulatory or other approvals; (2) failure of the Axys stockholders to approve
the transaction; (3) the risk that the Axys business will not be integrated
successfully into Celera; (4) unanticipated costs of such integration; (5)
failure to successfully manage relationships with customers, suppliers and
strategic partners during the pendency of and following the transaction; (6)
unproven use of genomics information to develop products; (7) dependence on
computer hardware, software, and internet applications; (8) potential adverse
effect on the Celera Genomics group's intellectual property protection and the
value of its products and services due to public disclosure of genomics
sequence data; (9) government regulation of Celera's or Axys' products and
services; (10) Axys' reliance on the efforts of its collaborative partners;
(11) the risk that Axys' collaborations will not be successful; (12) the risk
that clinical trials will not proceed as anticipated or may not be successful;
(13) the risk that Axys will not be successful in entering into new
collaborations; (14) market risk associated with Axys' substantial ownership
interest in Discovery Partners International, Inc. and Axys' investments in
its other affiliated businesses and (15) other factors that might be described
from time to time in Applera Corporation's and Axys' filings with the
Securities and Exchange Commission.
Additional Information
The collar mechanism will determine the ultimate exchange ratio delivered to
Axys shareholders based on the average closing price of Celera common stock
for the 10 trading days up until two days prior to closing. The mechanism
provides a fixed exchange ratio of 0.1016 Celera shares per Axys share if the
average Celera price is between (and including) $45.77 to $48.23. Above this
fixed band, there is an upside collar of 25% whereby at average Celera prices
of $48.24 to $60.29 the exchange ratio will fix the transaction value at $4.90
per share by providing an exchange ratio based on $4.90 divided by the average
Celera price. In no case however shall the exchange ratio be less than 0.0813
(i.e. above an average Celera price of $60.29, the exchange ratio becomes
fixed at 0.0813). There is a similar downside collar of 25% whereby at average
Celera prices of $45.76 to $34.33 the exchange ratio will fix the transaction
value at $4.65 per share by providing an exchange ratio based on $4.65 divided
by the average Celera price. In no case however shall the exchange ratio be
greater than 0.1355 (i.e. below an average Celera price of $34.33, the
exchange ration becomes fixed at 0.1355).
Applera plans to file a Registration Statement on SEC Form S-4 in connection
with the merger and Axys expects to mail a Proxy Statement/Prospectus to its
stockholders containing information about the merger. Investors and security
holders are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully when they are available.
The Registration Statement and the Proxy Statement/Prospectus will contain
important information about Applera, Celera, Axys, the merger, and related
matters. Investors and security holders will be able to obtain free copies of
these documents through the web site maintained by the Securities and Exchange
Commission at http://www.sec.gov. In addition to the Registration Statement
and the Proxy Statement/Prospectus, Applera and Axys file annual, quarterly
and special reports, proxy statements and other information with the
Securities and Exchange Commission. Interested parties may read and copy any
reports, statements, and other information filed by Applera and Axys at the
SEC public referenced rooms at 450 Fifth Street, N.W. Washington, D.C. 20549
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or at the Commission's other public reference rooms in New York, New York and
Chicago, Illinois. Please call the Commission at 800-SEC-0330 for further
information on public reference rooms. Applera's and Axys's filings with the
Commission are also available to the public from commercial
documents-retrieval services and the web site maintained by the Commission at
http://www.sec.gov. The Registration Statement and Proxy
Statement/Prospectus and these other documents may also be obtained for free
from the parties.
Applera, Axys, and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the security
holders of Axys in favor of the merger. The directors and executive officers
of Applera and their beneficial ownership of Celera common stock are set forth
in the proxy statement for the 2000 annual meeting of Applera. The directors
and executive officers of Axys and their beneficial ownership of Axys common
stock are set forth in the proxy statement for the 2001 annual meeting of
Axys.