Filed by Alkermes, Inc. pursuant to Rule
425 under the Securities Act of 1933, as
amended, and deemed filed pursuant to
Rule 13e-4(c) under the Securities
Exchange Act of 1934, as amended
Subject Company: Alkermes, Inc.
Commission File No.: 333-101058/333-101059
Contacts:
Rebecca Peterson
Director, Corporate Communications
Alkermes, Inc.
(617) 583-6378
James M. Frates
Chief Financial Officer
Alkermes, Inc.
(617) 494-0171
ALKERMES, INC. ANNOUNCES THE FILING OF A REGISTRATION
STATEMENT FOR A PROPOSED EXCHANGE OFFER WITH THE HOLDERS
OF ITS 3.75% CONVERTIBLE SUBORDINATED NOTES DUE 2007
Cambridge, MA, November 7, 2002 -- Alkermes, Inc. (NASDAQ: ALKS) announced today
that it has filed registration statements with the Securities and Exchange
Commission relating to a proposed exchange offer involving holders of its
currently outstanding 3.75% Convertible Subordinated Notes due 2007. In the
proposed exchange offer, Alkermes will offer up to $115 million aggregate
principal amount of its new 6.52% Convertible Senior Subordinated Notes due 2009
for up to an aggregate principal amount of $200 million of its currently
outstanding 3.75% notes, and will offer in a corresponding cash offer, to the
holders of its existing notes that participate in the exchange offer, the right
to purchase for cash up to an additional $50 million of its new notes.
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The consummation of the exchange offer and the cash offer, if consummated, will
allow the Company to reduce its outstanding indebtedness.
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U.S. Bancorp Piper Jaffray is serving as the dealer manager for the exchange
offer and placement agent for the cash offer. A combined registration statement
relating to these securities has been filed with the Securities and Exchange
Commission but has not yet become effective. These securities may not be
exchanged or sold, nor may offers to exchange or offers to buy them be accepted
prior to the time the registration statement becomes effective. This press
release shall not constitute an offer to exchange, sell, or the solicitation of
an offer to buy, the securities, nor shall there be any offer, exchange,
solicitation or sale of any securities in any state in which such offer,
exchange, solicitation or sale would be unlawful prior to registration or
qualification under the securities law of any such state or other jurisdiction.
At the time the offer is commenced, Alkermes will file a Tender Offer Statement
with the U.S. Securities and Exchange Commission. The Tender Offer Statement
(including the prospectus attached as an exhibit thereto, a related letter of
transmittal and other offer documents) will contain important information which
should be read carefully before any decision is made with respect to the
exchange offer or the cash offer. The prospectus, the related letter of
transmittal and certain other offer documents will be made available to all
holders of the 3.75% Convertible Subordinated Notes due 2007 at no expense to
them. The Tender Offer Statement (including the prospectus, the related letter
of transmittal and all other offer documents filed with the Securities and
Exchange Commission) will also be available for free at the Securities and
Exchange Commission's website at www.sec.gov.
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Alkermes, Inc. is an emerging pharmaceutical company developing products based
on its sophisticated drug delivery technologies to enhance therapeutic outcomes.
Our areas of focus include: controlled, extended-release of injectable drugs
utilizing our ProLease(R) and Medisorb(R) delivery systems and the development
of inhaled pharmaceutical products based on our proprietary Advanced Inhalation
Research, Inc., ("AIR") pulmonary delivery system. Our business strategy is
twofold. We partner our proprietary technology systems and drug delivery
expertise with many of the world's finest pharmaceutical companies and also
develop novel, proprietary drug candidates for our own account. In addition to
our Cambridge, Massachusetts headquarters, research and manufacturing
facilities, we operate research and manufacturing facilities in Ohio.
This press release contains forward-looking information. This forward-looking
information is subject to risks and uncertainties. These statements are only
predictions and may be inaccurate. Actual events or results may differ
materially. In evaluating these statements, you should specifically consider
various factors, including the risks that we may not consummate the proposed
exchange offer or cash offer of new notes, or that only a limited amount of our
existing notes will be exchanged for new notes. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results.
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