e425
Filing Pursuant to Rule 425 under the
Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: Emergent BioSolutions Inc.
Subject Company: Trubion Pharmaceuticals, Inc.
Commission File No. of Subject Company: 001-33054
Forward Looking Statements
This communication includes forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Any statements, other than statements of historical fact, including
statements regarding our strategy and how the acquisition of Trubion Pharmaceuticals, Inc.
(Trubion) will impact Emergent BioSolutions Inc. (Emergent), expectations regarding
compensation and benefits arrangements, and any other statements containing the words believes,
expects, anticipates, plans, estimates and similar expressions, are forward-looking
statements. There are a number of important factors that could cause the companys actual results
to differ materially from those indicated by such forward-looking statements, including the
parties ability to consummate the transaction; the conditions to the completion of the
transaction, including the effectiveness of Emergents registration statement on Form S-4 or the
regulatory approvals required for the transaction may not be obtained on the terms expected or on
the anticipated schedule; and the parties ability to meet expectations regarding the timing,
completion and financial and tax treatments of the proposed merger (Merger); the possibility that
the parties may be unable to achieve expected synergies and operating efficiencies in the Merger
within the expected time-frames or at all and to successfully integrate Trubions operations into
those of Emergent; such integration may be more difficult, time-consuming or costly than expected;
operating costs, partner loss and business disruption (including, without limitation, difficulties
in maintaining relationships with employees, partners, licensors and others) may be greater than
expected following the transaction; the retention of certain key employees of Trubion may be
difficult; the parties are subject to intense competition and increased competition is expected in
the future; the failure to protect either partys intellectual property rights may weaken its
competitive position; third parties may claim that either partys products infringe their
intellectual property rights; the rate and degree of market acceptance and clinical utility of the
parties products; the success of ongoing and planned development programs, preclinical studies and
clinical trials; the ability to identify and acquire or in license products and product candidates
that satisfy Emergents selection criteria; the potential benefits of the parties existing
collaboration agreements and the ability to enter into selective additional collaboration
arrangements; the timing of and ability to obtain and maintain regulatory approvals for other
product candidates; commercialization, marketing and manufacturing capabilities and strategy; and
other factors identified in Emergents Quarterly Report on Form 10-Q for the quarter ended June 30,
2010 and subsequent reports filed with the Securities and Exchange Commission (the SEC). The
company disclaims any intention or obligation to update any forward-looking statements as a result
of developments occurring after the date of this press release.
Additional Information and Where to Find It
This communication is being made in connection with the Merger among
Emergent, Trubion and certain of Emergents direct and indirect wholly-owned subsidiaries. Emergent intends to file with the SEC a registration
statement on Form S-4, which will contain a prospectus relating to the securities Emergent intends to issue in the proposed Merger.
Trubion intends to file a preliminary proxy statement in connection with the proposed Merger and to
mail a definitive proxy statement and other relevant documents to Trubions stockholders.
Stockholders of Emergent and Trubion and other interested persons are advised to read, when
available, the registration statement and Trubions preliminary proxy statement, and amendments
thereto, and definitive proxy statement in connection with Trubions solicitation of proxies for
the special meeting to be held to approve the Merger because these documents will contain important
information about Trubion, Emergent and the proposed Merger. The definitive proxy statement will be
mailed to stockholders as of a record date to be established for voting on the Merger.
Stockholders will also be able to obtain a copy of the documents filed with the SEC, without
charge, once available, at the SECs website at http://www.sec.gov or by directing a request to:
Emergent BioSolutions Inc., Attn: Investor Relations, 2273 Research Boulevard, Suite 400,
Rockville, Maryland 20850, or Trubion Pharmaceuticals, Inc., Attention: Investor Relations, 2401
4th Avenue, Suite 1050, Seattle, Washington, 98121.
Participants in Solicitation
Emergent, Trubion and their respective directors and officers may be deemed participants in the
solicitation of proxies from Trubions stockholders. Information regarding Emergents directors and
officers is available in Emergents proxy statement for its 2010 annual meeting of stockholders and
its 2009 annual report on Form 10-K, which were filed with the SEC and are available at the SECs
website at http://www.sec.gov. Information regarding Trubions directors and officers is available
in Trubions proxy statement for its 2010 annual meeting of stockholders and its 2009 annual report
on Form 10-K, which were filed with the SEC and are available at the SECs website at
http://www.sec.gov. Information regarding Trubions directors and officers will also be contained
in Trubions proxy statement in connection with the Merger when it becomes available. Emergents
and Trubions stockholders may obtain additional information about the interests of Trubions
directors and officers in the Merger by reading Trubions proxy statement when it becomes
available.
The following article was published in BioCentury on August 23, 2010.
Erin McCallister, The future emerges, BioCentury, August 23, 2010, at A7
Strategy
The future emerges
By Erin McCallister
Senior Writer
Emergent BioSolutions Inc. has sustained itself for years with a steady stream of government grants
and contracts for infectious disease and biodefense products, but has been looking for acquisitions
that could diversify its revenue stream into products with more growth potential.
The company says its proposed acquisition of autoimmune and cancer company Trubion Pharmaceuticals
Inc. provides the diversification it has been seeking and leverages its biologics manufacturing
expertise.
Emergent, which got its start as BioPort Corp. in 1998 and reorganized and renamed itself in 2004,
has relied on government and non-government organization (NGO) grants and contracts for the bulk of
its revenues.
In 2009, the company reported revenues grew 31.5% to $234.8 million, including $217.2 million in
sales of BioThrax anthrax vaccine to the Department of Defense (DoD) and HHS, and $17.6 million in
other contracts and grants.
In July, Emergent raised its 2010 revenue guidance to $275-$300 million from $235-$255 million
after the Centers for Disease Control and Prevention (CDC) increased the number of BioThrax doses
to be delivered to the Strategic National Stockpile during 2010. Earlier that month, HHSs
Biomedical Advanced Research and Development Authority (BARDA) awarded Emergent a contract worth up
to $107 million to develop and obtain regulatory approval for large-scale manufacturing of BioThrax
(see BioCentury, July 19 & 26).
CFO R. Don Elsey said it has never been Emergents plan to rely solely on government revenue
streams.
Biodefense is a solid, robust marketplace, but with relatively modest growth over the long haul.
The commercial side, however, offers hyper growth in comparison, he told BioCentury.
The company also has been looking to fill the gap in its pipeline between BioThrax and its
earlier-stage programs.
Emergent has a recombinant protective antigen (rPA) vaccine for anthrax and the Typhella
single-dose, drinkable, live attenuated typhoid vaccine in Phase II testing. The company is
developing Typhella with funding from the Wellcome Trust.
Emergent expects to complete a South African Phase IIb trial of its tuberculosis vaccine in 2012.
Development is being supported with funds from the Wellcome Trust and the Aeras Global Tuberculosis
Vaccine Foundation.
Clinical setbacks and other obstacles have stymied Emergents previous attempts to branch out.
Emergent acquired Microscience Ltd. in 2005 to obtain a Phase I HBV vaccine. But Emergent found
itself unable to recruit enough patients for clinical trials and dropped the program in the U.S.
and Europe, Elsey told BioCentury. The company is looking for a partner in China, but it is not
something we as a company intend to pursue further, he said.
Emergents proposed acquisition of Protein Sciences Corp. in 2008 was scuttled last year after the
companies were unable to resolve a dispute over alleged breach of contract. The deal would have
added Emergent FluBlok, a trivalent influenza vaccine made with antigens produced in cell culture.
It is under FDA review.
Emergent subsequently went looking for other acquisitions that could provide candidates in
late-stage development for unmet medical needs and that fit the companys manufacturing
capabilities, including biologics.
Although Emergent has always focused on infectious diseases, opportunities in oncology and
autoimmune were ranked at the top of the list.
When you look at infectious disease and ask what are the unmet needs, the number of potential
avenues is starting to dwindle, Elsey said.
While he acknowledged there is a need for influenza vaccines manufactured using cell-based
technologies and treatments for hospital acquired infections, we just didnt find a candidate that
offered the same potential as Trubion did.
Emergent became interested in Trubion after seeing the companys presentation at the JPMorgan
Healthcare Conference in San Francisco in January. Earlier this month, Emergent proposed to acquire
the biotech for $96.8 million in cash and stock, plus up to $38.7 million in milestones (see
BioCentury, Aug. 16).
Trubions most advanced programs are small modular immunopharmaceuticals (SMIPs), engineered
proteins composed of the variable regions of antibodies involved in antigen binding, as well as the
Fc region. The components are in a library derived from naturally occurring proteins that can be
combined to create molecules much smaller than antibodies.
The SMIP technology allows Trubion to customize properties such as biophysical profile, half-life
and binding affinity.
TRU-016, a SMIP that targets the CD37 antigen, is in Phase I/II testing for chronic lymphocytic
leukemia (CLL). SBI-087, a next-generation SMIP that binds CD20, is in Phase II testing for
rheumatoid arthritis (RA) and Phase I/II testing for systemic lupus erythematosus (SLE).
Trubion is co-developing TRU-016 with Abbott Laboratories under a deal that calls for the partners
to share development and commercialization costs. SBI-087 is partnered with Pfizer Inc., which is
responsible for development.
While Emergent had hoped to gain more advanced compounds, Elsey told BioCentury the partnerships
made these programs more attractive. As we go down the development path with these compounds, we
are not as exposed to the clinical risks or costs we might otherwise be if the assets were
unpartnered, he said.
Elsey added that under both deals, Emergent would be eligible for milestones and royalties.
The deal leverages Emergents biologics capabilities.
Emergent has tended to be in the biodefense bucket, which creates some confusion for people about
this transaction with Trubion. But we are a biologics company, said spokesperson Robert Burrows.
We may have a vaccine that has a government contract, but it requires biologics expertise to get
it developed and manufactured, Burrows told BioCentury.
Trubion also has unpartnered preclinical SMIP and Scorpion candidates for RA, organ transplant,
inflammatory bowel disease (IBD), diabetic macular edema (DME) and diabetic nephropathy.
Scorpion candidates are single-chain proteins that contain an N-terminal binding domain, an
effector domain based on Fc regions and a C-terminal binding domain. The technology allows Trubion
to develop proteins that can interact with two or more different soluble or cell-surface targets.
Emergent expects to use the SMIP and Scorpion technologies to identify additional candidates in
cancer and autoimmune disease and to extend the technology into infectious indications, according
to CSO W. James Jackson.