Filed by Nuvelo, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: ARCA biopharma, Inc.
Commission File No. 000-22873
The following email was sent to the employees of Nuvelo, Inc. by Dr. Ted W. Love, Chairman of the Board and Chief Executive Officer of Nuvelo, Inc., on
September 25, 2008.
Good morning,
Im excited to announce that earlier this morning we signed a definitive merger agreement with ARCA
biopharma, a privately held, Colorado-based biopharmaceutical company. The merger will create a new late-stage cardiovascular company expected to be renamed ARCA biopharma after the close of the deal.
The Board of Directors and I specifically chose to merge with ARCA because it creates a late-stage cardiovascular company with multiple near-term milestones, solid
financial resources, outstanding people, and a pipeline to build a leading cardiovascular company. The FDA is currently reviewing the NDA for Gencaro, ARCAs beta-blocker for the treatment of heart failure. Gencaro presents a near-term
commercial product opportunity with potential launch in the first half of 2010, and NU172 will drive long-term growth of the combined company.
We know you
have many questions, so we will be hosting an all-staff meeting today at 9:30 a.m. PT to share additional details. Please plan to join us in the employee lounge.
Sincerely,
Ted
About Nuvelo
Nuvelo,
Inc. is dedicated to improving the lives of patients through the discovery, development and commercialization of novel drugs for acute cardiovascular disease, cancer and other debilitating medical conditions. Nuvelos development pipeline
includes NU172, a direct thrombin inhibitor which has completed Phase 1 development for use as a potential short-acting anticoagulant during medical or surgical procedures; and NU206, a Wnt pathway modulator in Phase 1 development for the potential
treatment of chemotherapy/radiation therapy-induced mucositis and inflammatory bowel disease. In addition, Nuvelo is pursuing research programs in leukemia and lymphoma therapeutic antibodies and Wnt signaling pathway therapeutics to further expand
its pipeline and create additional partnering and licensing opportunities.
Information about Nuvelo is available at our website at http://www.nuvelo.com
or by phoning 650-517-8000.
About ARCA biopharma
ARCA
biopharma, Inc. is a privately held company focused on developing and commercializing genetically targeted therapies for heart failure and other cardiovascular diseases. The Companys lead product candidate, Gencaro (bucindolol
hydrochloride), is an investigational pharmacologically unique beta-blocker and mild vasodilator being developed for heart failure and other indications. ARCA has identified common genetic variations that predict individual patient response to
Gencaro. The companion genetic test for Gencaro is in development by ARCAs partner, Laboratory Corporation of America. For more information please visit www.arcabiopharma.com.
Forward-looking statements
This press release contains forward-looking statements which include, without
limitation, statements regarding the completion of the proposed merger transaction between Nuvelo, ARCA and Dawn Acquisition Sub, Inc., the transactions anticipated benefits, timing, progress and anticipated completion of the combined
companys clinical stage and research programs, including possible regulatory approval, the potential benefits that patients may experience from the use of the combined companys clinical stage compounds, and the cash position of the
combined company, which statements are hereby identified as forward-looking statements for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Such statements are based on our managements
current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, failure of Nuvelo or
ARCAs stockholders to approve the merger, the ability to complete the transaction contemplated by this communication in a timely fashion, the risk that Nuvelos and ARCAs business operations will not be integrated successfully; the
combined companys inability to further identify, develop and achieve commercial success for products and technologies; the risk that the combined companys financial resources will be insufficient to meet the combined companys
business objectives; uncertainties relating to drug discovery and the regulatory approval process; clinical development processes; enrollment rates for patients in our clinical trials; changes in relationships with strategic partners and dependence
upon strategic partners for the performance of critical activities under collaborative agreements; and the impact of competitive products and technological changes. These and other factors are identified and
described in more detail in Nuvelos filings with the SEC, including without limitation Nuvelos quarterly report on Form 10-Q for the quarter
ended June 30, 2008 and subsequent filings. We disclaim any intent or obligation to update these forward-looking statements.
Additional
Information and Where to Find It
Nuvelo intends to file a registration statement on Form S-4, and a related proxy statement/prospectus, in connection
with the merger. Investors and security holders are urged to read the registration statement on Form S-4 and the related proxy statement/prospectus when they become available because they will contain important information about the merger
transaction. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SECs website at www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents filed with the SEC by contacting Nuvelo Investor Relations at the email address: ir@nuvelo.com or by phone at 650-517-8000.
In addition to the registration statement and related proxy statement/prospectus, Nuvelo files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or
other information filed by Nuvelo, Inc. at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Nuvelo, Inc.s filings with the SEC are also available to the public from commercial document-retrieval services and at SECs website at
www.sec.gov
, and from Investor Relations at Nuvelo as described above.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Nuvelo, ARCA and their
respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Nuvelo in connection with the merger transaction. Information regarding the special interests of these directors and
executive officers in the merger transaction will be included in the proxy statement/prospectus of described above. Additional information regarding the directors and executive officers of Nuvelo is also included in Nuvelos proxy statement for
its 2008 Annual Meeting of Stockholders which was filed with the SEC on April 23, 2008 and its Annual Report on Form 10-K for the year ended December 31, 2007, which was filed with the SEC on March 12, 2008. These documents are
available as described above.
Holdco Nuvo Group DG (NASDAQ:NUVO)
Historical Stock Chart
From Jun 2024 to Jul 2024
Holdco Nuvo Group DG (NASDAQ:NUVO)
Historical Stock Chart
From Jul 2023 to Jul 2024