Filed by Vertex Pharmaceuticals Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Aurora Biosciences Corporation
Commission File Number: 000-22669
The following communications contain forward-looking statements within the
meaning of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995 about Vertex Pharmaceuticals Incorporated and Aurora
Biosciences Corporation. While the management of Vertex and Aurora make their
best efforts to be accurate in making forward-looking statements, any such
statements are subject to risks and uncertainties that could cause actual
results to vary materially. The forward-looking statements herein address the
following subjects: the intended accounting treatment of the merger between
Vertex and Aurora, the expected annual rate of new drug candidates and Vertex's
future drug development capabilities, the expected development schedule/goals of
Vertex's current drug candidates and the expected benefits of the merger between
Vertex and Aurora including (i) creating a competitive advantage in product
development, (ii) accelerating drug discovery, (iii) entering into additional
target rich gene families, (iv) maintaining low attrition rate in drug
discovery, (v) expanding base of commercial partnerships, (vi) expanding
organization without increasing burn and (vii) expanding Chemogenomics into
multiple target classes.
The following factors, among others, could cause actual results to differ
materially from those described in the forward-looking statements: costs related
to the merger, failure of Vertex's or Aurora's stockholders to approve the
merger, the risk that the expected benefits of the merger may not be realized,
third parties may terminate or alter existing contracts with Aurora if the
required consents and waivers are not obtained or, in some cases, without cause,
risks associated with Aurora's new and uncertain technology, the risk Vertex
will not successfully develop its drug pipeline, the risk Vertex is unable to
attract and retain collaborative partners for research support and the
development and commercialization of its products, the risk Vertex does not
obtain regulatory approval for its products on a timely basis, the risk Vertex
loses its technological advantages, the risk Vertex fails to manage its growth
effectively, the risk Vertex's competitors bring superior products to market or
bring their products to market before Vertex does, and if Vertex patents do not
protect its products, or Vertex's products infringe third-party patents, Vertex
could be subject to litigation and substantial liabilities. For a more detailed
discussion of such factors and other factors that may impact on such statements'
accuracy, see the "Risk Factors" section of the definitive joint proxy
statement/prospectus regarding the proposed merger as filed with the Securities
and Exchange Commission.
********************
THE FOLLOWING IS THE TEXT OF SLIDES FROM A SLIDE SHOW PRESENTATION PRESENTED TO
INVESTORS AND OTHERS ON JUNE 20, 2001
Vertex Pharmaceuticals Incorporated
Vertex Pharmaceuticals
Acquisition of Aurora
Biosciences
Joshua Boger, Ph.D., Chairman & CEO
Lynne Brum, VP, Corp Comm.
and Market Development
June 2001
www.vrtx.com [Vertex Logo]
Transaction Summary
SUMMARY OF PROPOSED TERMS
Companies Vertex Pharmaceuticals and
Aurora Biosciences
---------------------- ---------------------------------------------------------
Transaction Value $592 million
---------------------- ---------------------------------------------------------
Structure/ Intended Tax-free stock-for-stock merger/
Accounting Treatment Pooling-of-interests
---------------------- ---------------------------------------------------------
Name of Merged Entity Vertex Pharmaceuticals
---------------------- ---------------------------------------------------------
Exchange Ratio 0.62 Vertex shares for each Aurora share
---------------------- ---------------------------------------------------------
Ownership of Vertex 81.5%, Aurora 18.5%; proforma
combined entity fully diluted
---------------------- ---------------------------------------------------------
Shareholder Approval Required for both companies
---------------------- ---------------------------------------------------------
Strategic Rationale
The agreement creates a comprehensive, scalable platform for accelerating drug
candidate output in target-rich gene families by combining:
- Vertex's integrated drug discovery expertise with
- Aurora's industry-leading assay development,
screening, and cell biology capabilities, which
drive its target-focused drug discovery efforts
[Aurora and Vertex Logos]
Outstanding Product Creation Capability
AURORA VERTEX
- Cell Biology - Drug discovery
- Screening - Chemogenomics
- Ultra high- - Drug development
throughput systems
- Broad pipeline
- Target families
- Commercialization
- Cellular markers for
clinical proof-of-concept - Financial strenth
- Partners - Partners
COMPETITIVE ADVANTAGE: PRODUCT DEVELOPMENT
Immediate Benefits
- Accelerate drug discovery
- Entry to additional target rich gene families
- Maintain low attrition rate in drug development
- Expand base of commercial partnerships
- Expand organization without increasing burn
[Aurora and Vertex Logos]
Vertex: Creating Value
- Broad and deep clinical pipeline
- 12 product candidates addressing four major areas
- 1 product, Agenerase(R), on the market
- Vitality in drug discovery - chemogenomics
- Aurora Biosciences acquisition
- Robust business model
Vertex 2.0: Re-Creating Drug Discovery
- Chemogenomics strategy is
accelerating drug discovery in [GRAPHIC]
gene families
- Early returns in kinases fueling
strategy to expand into
additional gene families
[GRAPHIC]
- Integration of new
technologies and capabilities
Vertex Drug Discovery Platform
Highly Integrated Approach
X-ray/NMR
[AURORA LOGO] High Throughput Computational Chemistry
Screening & Modeling
Enzymology Combinatorial
[DRUG & Medicinal
CANDIDATE Chemistry
GRAPHIC]
[AURORA LOGO] Molecular & Pharmacology,
Cellular Biology Animal Models &
Toxicology
Genomics
[DELTAGEN LOGO] [INCYTE LOGO]
[VERTEX LOGO] [AURORA LOGO]
Uniquely Positioned to Accelerate Drug Discovery
JUNE 2001
Aurora Business Focus
[AURORA LOGO]
Discovery Discovery Discovery
Biology Solutions Systems
- Assay data-driven approach - Solutions for - Invent, develop,
- Miniaturized drug discovery manufacture
functional assays - Genome Screen/ and integrate
applicable to all GeneBLAzer instrumentation
major target classes - Voltage / Ion and software
- Cell-based and Probe Reader (VIPR) systems for drug
biochemical formats - PhosphoryLIGHT discovery
- Rapid assay - Fluorescent - Systems include
development Proteins (GFPs) - UHTSS
- Applicability to - Automated Master
orphan targets Compound Store
- Protein purification - Voltage Ion Probe
- Proteomics Reader
Aurora: Key Capabilities
o Drug discovery solutions based on proprietary genomic, assay and automated
system technologies
o Industry leader in custom assay development, ultra high-throughput screening
o Broadly enabling technology with initiatives in multiple gene families
including GPCRs and Ion channels
o Compound profiling of ADME/Tox properties
o Experienced scientific team
o Strong business model/partnerships
Expanding Chemogenomics into Multiple Target Classes
[TARGET CLASSES GRAPHIC]
[Aurora and Vertex Logos]
Aurora Targets, Screens and Therapeutic Areas
Ion 25 Targets, 10 screens
Channels Cardiovascular, CNS, pain, cystic fibrosis
Receptors 100 Targets, 20 screens
CNS, inflammation, pain, antimicrobial
Enzymes 100 Targets, 30 screens
Cancer, inflammation, neurodegenerative
Gene 15 Targets, 8 screens
Expression Cancer, immune, metabolism
Target Classes of Marketed Drugs*
Vertex Alone Vertex with Aurora
[VERTEX ALONE TARGET CLASSES GRAPHIC] [VERTEX WITH AURORA TARGET
CLASSES GRAPHIC]
36% of top marketed drugs target enzymes
With Aurora, Vertex's drug discovery platform addresses all major target classes
*Based on top 100 marketed drugs
**vaccines, imaging agents, and coagulation factors
Achieving a New Level of Value Creation
[DRUG CANDIDATES GRAPHIC]
Annual Rate of New Drug Candidates
Combined Patent Estate
135 Patents Issued or Allowed
- Patent Protection for:
- Drug candidates
- "Drug space" in the active sites of novel targets
- Innovative methods for drug discovery
193 Patents Pending
Vertex: Robust Business Model
- Competitive advantage in drug discovery
- Chemogenomics: ramping up single target success into gene
family approach
- Innovative business model based on a balanced commercial strategy
- Bring drugs forward independently and with partners
- Revenue generation from partners and products
- Strong downstream economics in partnerships
- Commercial experience
- Sustainable growth strategy
Vertex: $1.4 Billion in Partner Committments
Partner Date Value Capture Product Stage
Kissei(HIV) 1993 1,6 Prozei(TM) Market
Aventis 1993/1999 1,3,4 VX-740 Phase II
GlaxoSmithKline 1993 1,3,6 Agenerase(R) Market
1,3,6 VX-175 Phase III
Kissei(p38) 1997 1,6,7 VX-745 Phase II
1,6,7 VX-702 Preclinical
Lilly 1997 1,3,4,6 VX in 2001*
Schering 1998 1,2,6 Timcodar Phase II
Taisho 1999 1,6,7 VX in 2001*
Novartis 2000 1,3 2 VX in 2001*
Serono 2000 1,2,3,5,6 VX in 2001*
1 High royalties 4 Co-promotion support
2 Profit sharing, JV 5 Sales, marketing
3 Co-promotion, co-labeling 6 Manufacturing rights
*Anticipated Timing
7 Manufacturing agreement effectively includes includes high royalty
World Class Partners- Vertex
[LOGOS OF VERTEX'S WORLD CLASS PARTNERS]
World Class Partners- Aurora
[LOGOS OF AURORA'S WORLD CLASS PARTNERS]
World Class Partners- Vertex and Aurora
[LOGOS OF VERTEX'S AND AURORA'S WORLD CLASS PARTNERS]
Vertex Pharmaceuticals Incorporated
Vertex Pharmaceuticals
Acquisition of Aurora
Biosciences
[VERTEX LOGO]
Joshua Boger, Ph.D., Chairman & CEO
Lynne Brum, VP, Corp Comm.
and Market Development
June 2001
www.vrtx.com [VERTEX LOGO]
FOUR THERAPEUTIC AREAS; 12 DRUG CANDIDATES
Product Indication Dev. Stage Partners
------- ---------- ---------- --------
Infectious Disease Agenerase(R) HIV Market GSK/Kissei
VX-175 HIV Phase III GSK
merimempodib (VX-497) HCV Phase II
------------ ---------- ---------- ----------
Cancer Incel(TM) MDR Phase II
VX-853 MDR Phase I/II
------------ ---------- ---------- ----------
Inflammation & Autoimmune VX-745 Rheum. arthritis (RA) Phase II Kissei
Disease VX-850 & VX-702 Inflammation, cardio Preclinical Kissei
pralnacasan (VX-740) RA, OA, cardio Phase II Aventis
VX-765 Inflammation, cardio Preclinical
VX-148 Autoimmune,antiviral Phase I
VX-944 Autoimmune,antiviral Preclinical
-------------------- -------------------- ------------ ------------
Neurological Disease timcodar Diabetic neuropathy Phase II Schering AG
Gene Family Discovery: Long-Term Outlook
[VERTEX'S LONG-TERM PRODUCTS]
Gene Family Discovery: Product Vision
[VERTEX'S PRODUCT VISION]
The Post-Genomic NCE Machine
Industry
Leading Drug
Discovery
- Vertex: Chemogenomics, structure-based drug design, multi-target gene family
drug discovery
- Aurora: Ultra-high-throughput screening, assay development
Complementary
Strategy
- Vertex and Aurora: Combine scalable approaches to accelerate drug discovery to
maximize product creation based on gene families
Technological
Fit
- Vertex: Gains access to leading biology capabilities in gene families
- Aurora: Gains immediate fulfillment of downstream goals of Big
Biology initiative
Common
Goals
- Vertex and Aurora: Leader in drug discovery and development:
Creating the Post-Genomic NCE Machine
Vertex and Aurora: Global Operation
Approximately 825 Employees Worldwide
- Cambridge, MA
- Worldwide headquarters [Facility Graphic]
- San Diego, CA
- Madison, WI [Facility Graphic]
- Oxford, UK
[VERTEX LOGO] [AURORA LOGO]
Uniquely Positioned to Accelerate Drug Discovery
APRIL 2001
********************
Investors and security holders are advised to read the joint proxy
statement/prospectus regarding the proposed merger as filed with the Securities
and Exchange Commission, because it contains important information. Such joint
proxy statement/prospectus has been filed with the Securities and Exchange
Commission by Vertex and Aurora. Investors and security holders may obtain a
free copy of the joint proxy statement/prospectus and other documents filed by
Vertex and Aurora at the Securities and Exchange Commission's web site at
www.sec.gov. The joint proxy statement/prospectus and such other documents may
also be obtained from Vertex by directing such request to Vertex
Pharmaceuticals, 130 Waverly Street, Cambridge, MA 02139, Attn: Investor
Relations, tel: (617) 577-6000; e-mail: InvestorInfo@vpharm.com. The joint proxy
statement/prospectus and such other documents may also be obtained from Aurora
by directing such request to Aurora Biosciences, 11010 Torreyana Road, San
Diego, CA 92121, Attn: Investor Relations, tel: 858-404-6600; e-mail:
ir@aurorabio.com.
Vertex and Aurora and their respective directors, executive officers and certain
members of management and employees may be soliciting proxies from Vertex and
Aurora stockholders in favor of the adoption of the merger agreement and the
transactions associated with the merger. A description of any interests that
Vertex and Aurora directors and executive officers have in the merger are
available in the joint proxy statement/prospectus.
********************