e425
Filed by EPIX Pharmaceuticals, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Predix Pharmaceuticals Holdings, Inc.
Commission File Number: 333-133513
The following communication contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on current
expectations of the management of EPIX Pharmaceuticals, Inc. (EPIX). These statements are
neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of
which are beyond the control of EPIX, and which could cause actual results to differ materially
from those contemplated in these forward-looking statements. Such forward-looking statements
include statements regarding: the expectation that preclinical data from studies in Alzheimers
disease with PRX-03140 will be featured in an oral presentation at the 10th International
Conference on Alzheimers Disease in Madrid, Spain from July 15-20, 2006; the efficacy and
cognitive-enhancing effect of PRX-03140 including the data from several preclinical models
suggesting that PRX-03140 significantly improved cognitive performance and working memory and study
findings that show PRX-03140 increased levels of acetycholine (ACh), soluble amyloid precursor
protein (sAPP) and brain-derived neurotrophic factor (BDNF) in regions of the brain known to be
important for memory and demonstrated a trend towards reducing levels of specific amyloid proteins;
the belief that there is a significant unmet medical need for a well-tolerated, effective treatment
for Alzheimers disease that can be given once daily; estimates regarding the occurrence of
Alzheimers disease including estimates that the population age 65 and older will double over the
next 25 years, to over 70 million and that this growth in the elderly population is expected to
result in a 44% average increase in Alzheimers disease patients in the United States by 2025; the
estimate that the global market for Alzheimers disease drugs is expected to grow to nearly $7
billion by 2010; the belief that replacement of the prominent neurotransmitter lost in Alzheimers
disease should provide significant clinical benefit; the belief that the search for agents which
increase the production and/or release of ACh, which can be used alone or in combination with AChE
inhibitors, may yield a drug candidate with significant clinical benefit and that early data
suggest PRX-03140 may meet this need; the expectation that Predix will complete the first of at
least two pivotal Phase III clinical trials for generalized anxiety disorder for its lead drug
candidate, PRX-00023, in the second half of 2006; the expectation that PRX-03140 for the treatment
of Alzheimers disease will enter Phase IIa later this year; the expectation that PRX-08066 for the
treatment of pulmonary hypertension (PH) and PH associated with chronic obstructive pulmonary
disease will enter Phase IIa in 2006; and the expectation that PRX-07034 will be developed for the
treatment of obesity and for cognitive impairment associated with Alzheimers disease or
schizophrenia. 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 EPIXs or Predixs stockholders to approve the merger, EPIXs or Predixs inability to
satisfy the conditions of the merger, the risk that EPIXs and Predixs businesses will not be
integrated successfully, the combined companys inability to further identify, develop and achieve
commercial success for new products and technologies, the possibility of delays in the research and
development necessary to select drug development candidates and delays in clinical trials, the risk
that clinical trials may not result in marketable products, the risk that the combined company may
be unable to successfully
secure regulatory approval of and market its drug candidates, the risks
associated with reliance on outside financing to meet capital requirements, risks associated with
Predixs new and uncertain technology, the development of competing systems, the combined companys
ability to protect its proprietary technologies, patent-infringement claims, risks of new, changing
and competitive technologies and regulations in the U.S. and internationally. You are urged to
consider statements that include the words
may, will, would, could, should, believes, estimates, projects, potential,
expects, plans, anticipates, intends, continues, forecast, designed, goal, or the
negative of those words or other comparable words to be uncertain and forward-looking. These
factors and others are more fully discussed in EPIXs periodic reports and other filings with the
Securities and Exchange Commission.
EPIX undertakes no obligation and does not intend to update these forward-looking statements to
reflect events or circumstances occurring after the date of this communication. You are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date of
this communication. All forward-looking statements are qualified in their entirety by this
cautionary statement.
*********************
THE FOLLOWING IS THE PRESS RELEASE ISSUED BY PREDIX ON JULY 18, 2006
FOR IMMEDIATE RELEASE
CONTACT:
Sheryl Seapy, Pure Communications
(949) 608-0841
Predix Pharmaceuticals Announces Findings From Preclinical Cognition Studies at the
10th International Conference on Alzheimers Disease
PRX-03140 is expected to enter into a Phase II clinical trial later this year
LEXINGTON, Mass., July 18, 2006 Predix Pharmaceuticals, which recently announced a definitive
agreement to merge with EPIX Pharmaceuticals (Nasdaq: EPIX), announced today that preclinical data
from studies in Alzheimers disease with PRX-03140, a highly selective, proprietary serotonin 4
(5-HT4) receptor agonist, will be featured in an oral presentation at the 10th
International Conference on Alzheimers Disease in Madrid, Spain from July 15-20, 2006. The
Conference, part of the Alzheimers Association research program, brings together more than 5,000
researchers to share information and resources on the etiology, pathology and treatment of
Alzheimers disease and related disorders.
Predix will present data from several preclinical models suggesting that PRX-03140 significantly
improved cognitive performance and working memory. Study findings also showed that PRX-03140
increased levels of acetylcholine (ACh) in the brain and demonstrated a trend towards reducing
levels of specific amyloid proteins. PRX-03140 was further found to increase levels of brain nerve
growth factor, a protein that regulates nerve cell development, repair, and regeneration, and
brain-derived neurotrophic factor, a protein that promotes cell growth and survival.
We are pleased to present these findings from several well-established preclinical models that
show the cognitive enhancing effect of PRX-03140, said Michael G. Kauffman, M.D., Ph.D., president
and CEO of Predix. We believe there is a significant unmet medical need for a well-tolerated,
effective treatment for Alzheimers disease that can be given once daily, and we are excited about
the data we have seen in Phase I trials of PRX-03140 in over 100 patients and healthy volunteers.
About PRX-03140
PRX-03140 is Predixs second of four clinical drug candidates discovered utilizing computer-based
G-Protein Coupled Receptors (GPCR) models and optimized with integrated computational-medicinal
chemistry. PRX-03140 is highly selective for the 5-HT4 receptor in the brain, and preclinical
studies have shown that it improves cognitive function, as well as increases levels of
acetylcholine, soluble amyloid precursor protein (sAPP) and brain-derived neurotrophic factor
(BDNF) in regions of the brain known to be important for memory.
About Alzheimers Disease
Alzheimers disease is a debilitating neurodegenerative disorder characterized by progressive loss
of memory and cognitive function, affecting 4.5 million Americans according to the Alzheimers
Association, and over 9 million worldwide according to the Alzheimers Disease International
Association. The U.S. National Institute of Aging estimates that about 5% of the population aged
65-74 and as many as 50% of those over age 85 have the disease. According to U.S. Census data, the
65 and older population will double over the next 25 years, to over 70 million, when the youngest
post-
World War II baby boomers turn older than 65. A recent study in the journal Neurology showed that
this growth in the elderly population is expected to result in a 44% average increase in
Alzheimers disease patients in the United States by 2025. The global market for Alzheimers
disease drugs is growing rapidly, from $3 billion in 2004 to nearly $7 billion expected in 2010, as
estimated by Espicom.
Acetylcholinesterase (AChE) inhibitors, a class of drugs approved for the treatment of Alzheimers
disease, are active in patients provided that endogenous production of ACh is sufficient to
maintain local levels. As Alzheimers disease progresses, ACh production declines, and brain levels
of this critical neurotransmitter decline. In parallel with effective therapeutics in other
neurodegenerative diseases (e.g., Parkinsons Disease), replacement of the prominent
neurotransmitter lost in Alzheimers disease should provide significant clinical benefit. However,
neither ACh nor its components can be given in sufficient quantities to increase brain ACh levels
with tolerable side effects. The search for agents which increase the production and/or release of
ACh, which can be used alone or in combination with AChE inhibitors, may therefore yield a drug
candidate with significant clinical benefit. Early data suggest PRX-03140 may meet this need.
About Predix Pharmaceuticals Holdings, Inc.
Predix, based in Lexington, MA, is a pharmaceutical company focused on the discovery and
development of novel, highly selective, small-molecule drugs that target G-Protein Coupled
Receptors (GPCRs) and ion channels. Using its proprietary drug discovery technology and approach,
Predix has advanced four internally-discovered drug candidates into clinical trials and has five
additional programs in preclinical development and discovery. Predix is expected to complete the
first of at least two pivotal Phase III clinical trials for generalized anxiety disorder for its
lead drug candidate, PRX-00023, in the second half of 2006. In addition to PRX-00023, Predix has
three other clinical-stage drug candidates: PRX-03140 for the treatment of Alzheimers disease,
which is expected to enter Phase IIa later this year; PRX-08066 for the treatment of pulmonary
hypertension (PH) and PH associated with chronic obstructive pulmonary disease, which recently
completed a Phase Ib trial and is expected to enter a Phase II trial in 2006; and, PRX-07034, which
recently entered a Phase I trial and is expected to be developed for the treatment of obesity and
for cognitive impairment associated with Alzheimers disease or schizophrenia. Additional
information about Predix can be found on the companys website
at www.predixpharm.com.
About EPIX Pharmaceuticals, Inc.
EPIX Pharmaceuticals, Inc., based in Cambridge, MA, discovers and develops innovative
pharmaceuticals for imaging that are designed to transform the diagnosis, treatment and monitoring
of disease. The Company uses its proprietary Target Visualization Technology to create imaging
agents targeted at the molecular level, designed to enable physicians to use Magnetic Resonance
Imaging (MRI) to obtain detailed information about specific disease processes. On April 3, 2006,
EPIX announced a definitive agreement to merge with Predix Pharmaceuticals to create a specialty
pharmaceutical company with capabilities in both therapeutics and imaging. To receive the latest
EPIX news and other corporate developments, please visit the EPIX
website at www.epixpharma.com.
Additional Information About the Merger And Where To Find It
EPIX has filed a registration statement on Form S-4 with the Securities and Exchange Commission
containing a joint proxy statement/prospectus in connection with the proposed merger with Predix.
Investors and security holders are advised to read the joint proxy statement/prospectus (including
any amendments or supplements thereto) regarding the proposed merger because it contains important
information about EPIX, Predix and the proposed transaction and other related matters. The joint
proxy statement/prospectus will be sent to stockholders of EPIX and Predix seeking their approval
of the proposed transaction. Investors and security holders may obtain a free copy of the joint
proxy statement/prospectus and any amendments or supplements thereto and other documents filed by
EPIX at the Securities and Exchange Commissions web site at www.sec.gov. The joint proxy
statement/prospectus and such other documents may also be obtained for free by directing such
request to EPIX Pharmaceuticals, Inc. 161 First Street, Cambridge, Massachusetts, Attn: Investor
Relations, tel: (617) 250-6000; e-mail: ahedison@epixpharma.com or Predix Pharmaceuticals Holdings,
Inc., 4 Maguire Road, Lexington, Massachusetts 02421, Attn: Investor Relations, tel: (781)
372-3260; e-mail: investors@predixpharm.com.
EPIX and Predix and their respective directors, executive officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies with respect to the
adoption of the merger agreement and the transactions associated with the merger. A description of
any interests that EPIX and Predix directors and executive officers have in the merger is included
in the registration statement containing the proxy statement/prospectus that has been filed with
the Securities and Exchange Commission and is available free of charge as indicated above.
Safe Harbor Statement
Certain statements in this news release concerning Predixs business are considered
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements include, but are not limited to, those relating to the timing and results of
future clinical development of Predixs drug candidates, including PRX-03140, as well as the
potential efficacy, safety and tolerability of such drug candidates. Any or all of the
forward-looking statements in this press release can be affected by inaccurate assumptions Predix
might make or by known or unknown risks and uncertainties, including, but not limited to: the early
stage of product development; uncertainties as to the future success of ongoing and planned
clinical trials; and the unproven safety and efficacy of products under development. Consequently,
no forward-looking statement can be guaranteed, and actual results may vary materially. Predix
undertakes no obligation to publicly update forward-looking statements, whether because of new
information, future events or otherwise, except as required by applicable law.
###
EPIX has filed a registration statement on Form S-4 with the Securities and Exchange Commission
containing a joint proxy statement/prospectus in connection with the proposed merger with Predix
Pharmaceuticals. Investors and security holders are advised to read the joint proxy
statement/prospectus (including any amendments or supplements thereto) regarding the proposed
merger because it contains important information about EPIX, Predix and the proposed transaction
and other related matters. The joint proxy statement/prospectus will be sent to stockholders of
EPIX and Predix seeking their approval of the proposed transaction. Investors and security holders
may obtain a free copy of the joint proxy statement/prospectus and any amendments or supplements
thereto (when they are available) and other documents filed by EPIX at the Securities and Exchange
Commissions web site at www.sec.gov. The joint proxy statement/prospectus and such other documents
may also be obtained for free by directing such request to EPIX Pharmaceuticals, Inc. 161 First
Street, Cambridge, Massachusetts, Attn: Investor Relations, tel: (617) 250-6000; e-mail:
ahedison@epixpharma.com or Predix Pharmaceuticals Holdings, Inc., 4 Maguire Road, Lexington,
Massachusetts 02421, Attn: Investor Relations, tel: (781) 372-3260; e-mail:
investors@predixpharm.com.
EPIX and Predix and their respective directors, executive officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies with respect to the
adoption of the merger agreement and the transactions associated with the merger. A description of
any interests that EPIX and Predix directors and executive officers have in the merger is included
in the registration statement containing the joint proxy statement/prospectus filed with the
Securities and Exchange Commission and available free of charge as indicated above. Information
regarding EPIXs executive officers and directors is also available in EPIXs Form 10-K, as
amended, for the year ended December 31, 2005, which was filed with the Securities and Exchange
Commission on March 1, 2006 and amended on April 28, 2006. You can obtain free copies of these
documents using the contact information above.