NitroMed, Inc. (NASDAQ: NTMD) said today that it has received an
unsolicited proposal from Deerfield Management to acquire the company
for $0.50 per share in cash. Deerfield Management currently owns
approximately 12% of NitroMed’s common stock. NitroMed’s board and its
advisors are evaluating the proposal.
About NitroMed
NitroMed of Lexington, Massachusetts is the maker of BiDil®
(isosorbide dinitrate/hydralazine hydrochloride), an orally administered
medicine available in the United States for the treatment of heart
failure in self-identified black patients. In this population, BiDil is
indicated as an adjunct to current standard therapies such as
angiotensin converting enzyme (ACE) inhibitors and beta blockers. There
is little experience in patients with New York Heart Association Class
IV heart failure. BiDil was approved by the U.S. Food and Drug
Administration, primarily on the basis of efficacy data from the
company's landmark A-HeFT (African American Heart Failure Trial)
clinical trial. For full prescribing information, visit: www.BiDil.com.
On October 22, 2008, NitroMed entered into a purchase and sale agreement
with JHP Pharmaceuticals, LLC, a privately held specialty pharmaceutical
company, pursuant to which NitroMed has agreed to sell to JHP
Pharmaceuticals substantially all of the assets related to NitroMed's
BiDil and BiDil XR™ drug business. The sale of the BiDil and
BiDil XR drug business is subject to NitroMed stockholder approval and
other customary closing conditions. On November 18, 2008, NitroMed and
Archemix Corp., a privately-held biopharmaceutical company, entered into
a merger agreement, pursuant to which Archemix has agreed to merge with
NitroMed in an all-stock transaction. The merger is subject to approval
by Archemix’s and NitroMed’s stockholders, consummation of the sale of
NitroMed’s BiDil and BiDil XR drug business and other customary closing
conditions.
Important Additional Information Will Be Filed with the SEC
NitroMed plans to file with the SEC and mail to its stockholders a
definitive proxy statement in connection with the proposed sale of its
BiDil and BiDil XR drug business to JHP Pharmaceuticals, LLC. The proxy
statement will contain important information about NitroMed, the
proposed sale of the BiDil and BiDil XR drug business and related
matters. In addition, in connection with NitroMed’s proposed merger with
Archemix, NitroMed plans to file with the SEC a Registration Statement
on Form S-4 containing a joint proxy statement/prospectus. The joint
proxy statement/prospectus will be mailed to stockholders of NitroMed
and Archemix. The joint proxy statement/prospectus will contain
important information about NitroMed, Archemix, the transaction and
related matters. Investors and security holders of NitroMed and
Archemix are urged to read carefully both the proxy statement relating
to the proposed sale of the BiDil and BiDil XR drug business and the
joint proxy statement/prospectus relating to the merger, when they are
available.
Investors and security holders of NitroMed will be able to obtain free
copies of the proxy statement for the proposed sale of the BiDil and
BiDil XR drug business (when it is available) and the joint proxy
statement/prospectus for the proposed merger (when it is available), and
other documents filed with the SEC by NitroMed through the website
maintained by the SEC at www.sec.gov.
In addition, investors and security holders of NitroMed will be able to
obtain free copies of the proxy statement for the proposed sale of the
BiDil and BiDil XR drug business (when it is available) and the joint
proxy statement/prospectus for the proposed merger (when it is
available) by contacting NitroMed, Inc., Attn: Secretary, 45 Hayden
Avenue, Suite 3000, Lexington, MA 02421. Investors and security holders
of Archemix will be able to obtain free copies of the joint proxy
statement/prospectus for the merger (when it is available) by contacting
Archemix Corp., Attn: Secretary, 300 Third Street, Cambridge, MA 02142.
NitroMed, and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies in respect of the
transactions contemplated by the purchase and sale agreement with JHP
Pharmaceuticals relating to the sale of the BiDil and BiDil XR drug
business, and NitroMed and Archemix, and their respective directors and
executive officers, may be deemed to be participants in the solicitation
of proxies in respect of the transactions contemplated by the merger
agreement with Archemix. Information regarding NitroMed’s directors and
executive officers is contained in NitroMed’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2007 and its proxy statement
dated April 16, 2008, which are filed with the SEC. As of November 30,
2008, NitroMed’s directors and executive officers beneficially owned
approximately 33% of NitroMed’s common stock. A more complete
description of the interests of NitroMed’s directors and officers will
be available in the proxy statement relating to the sale of the BiDil
and BiDil XR drug business. In addition, information regarding
Archemix’s directors and officers and a more complete description of the
interests of NitroMed’s directors and officers will be available in the
joint proxy statement/prospectus relating to the merger.
Cautionary Note Regarding Forward Looking Statements
Statements in this press release regarding the proposed sale of
NitroMed’s BiDil and BiDil XR drug business to JHP Pharmaceuticals and
the proposed merger between NitroMed and Archemix, the expected timing
and completion of those transactions, the expected ownership of the
NitroMed common stock by NitroMed and Archemix stockholders after the
closing of the proposed merger, and any other statement about NitroMed’s
management team’s future expectations, beliefs, goals, plans or
prospects, constitute forward-looking statements within the meaning of
The Private Securities Litigation Reform Act of 1995. Any statements
that are not statements of historical fact (including statements
containing the words "believes,” "plans,” "could,” "anticipates,”
"expects,” "estimates,” "plans,” "should,” "target,” "will,” "would” and
similar expressions) should also be considered to be forward-looking
statements. There are a number of important factors that could cause
actual results or events to differ materially from those indicated by
such forward-looking statements, including: the risk that NitroMed is
unable to complete the sale of its BiDil and BiDil XR drug business,
which is a condition to the closing of the merger with Archemix; the
risk that NitroMed and Archemix may not be able to complete the proposed
merger; and other risks and uncertainties more fully described in
NitroMed’s Annual Report on Form 10-K for the year ended December 31,
2007 and its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2008, each as filed with the SEC, as well as the other
filings that NitroMed makes with the SEC. Investors and stockholders are
also urged to read carefully the risk factors set forth in the proxy
statement relating to the sale of the BiDil and BiDil XR business to JHP
Pharmaceuticals and set forth in the Registration Statement and the
joint proxy statement/prospectus relating to the proposed merger of
NitroMed and Archemix, when they are available.
In addition, the statements in this press release reflect NitroMed’s
expectations and beliefs as of the date of this release. NitroMed
anticipates that subsequent events and developments will cause its
expectations and beliefs to change. However, while NitroMed may elect to
update these forward-looking statements publicly at some point in the
future, it specifically disclaims any obligation to do so, whether as a
result of new information, future events or otherwise. These
forward-looking statements should not be relied upon as representing
NitroMed’s views as of any date after the date of this release.