From S-4 (BTRN/Eligix Merger)
sec.gov
BACKGROUND OF THE MERGER
BioTransplant is regularly involved in the review of private and public companies with which it may form strategic partnerships to further its objectives in the cancer and transplantation therapy markets. In early 1999,
representatives of Eligix and BioTransplant held discussions on a range of partnering possibilities, including a business combination, with respect to the
transplantation technologies being developed by each party. Following a discussion with members of Eligix' board of directors, Walter C. Ogier, President and Chief Executive Officer of Eligix, informed Dr. Elliot Lebowitz, President and Chief Executive Officer of BioTransplant, that Eligix was not interested in BioTransplant's proposal because Eligix' board of directors had not yet determined that it would be in Eligix' best interests to be acquired by
another company, and, further, that given market conditions and BioTransplant's market capitalization at the time of approximately $25 million, the financial terms of a business combination would be inadequate. Dr. Lebowitz and Mr. Ogier decided to discontinue further discussions at that time.
In 1999 and early 2000, BioTransplant engaged in discussions with two companies concerning a potential business combination or other partnering transaction in the area of bone marrow cell conditioning devices. One of these
companies is a mid-size, publicly-traded biotechnology company located in the United States. The other company is a small German biotechnology company. On April 17, 2000, BioTransplant formally engaged Lazard as its financial advisor in connection with potential corporate transactions, including mergers, acquisitions and financings. Shortly after BioTransplant engaged Lazard, Lazard began to advise BioTransplant with respect to a potential merger with Eligix. As a consequence, Lazard did not assist in identifying other potential merger and
acquisition opportunities.
On May 4, 2000, Eligix retained Pacific Growth Equities as its financial advisor to provide advisory services in connection with the potential acquisition of Eligix by a third party. Eligix recognized that it would need to
access significant additional capital to pursue its clinical and European marketing strategies. Eligix determined that, under then-current market conditions, the financial options for an early-stage biomedical company were
limited and that it would be difficult to obtain capital independently. Accordingly, Eligix determined that finding a merger partner or an acquirer had become the best option to accomplish its goals. Eligix and its financial advisor
had preliminary discussions with approximately two dozen companies, ranging from small privately held businesses to large public companies, of which approximately six displayed an interest in merging with or acquiring Eligix. One large, publicly traded biotechnology company submitted a proposal to acquire all of the outstanding capital stock of Eligix in a stock-for-stock transaction for an aggregate purchase price of $58 million plus additional consideration to be negotiated for outstanding options and warrants. The Eligix board of directors considered this proposal to be less favorable than that submitted by BioTransplant.
During June 2000, George Milstein of Pacific Growth Equities, financial advisor to Eligix, contacted Dr. Lebowitz concerning the potential business combination between BioTransplant and Eligix.
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