Filed by Endorex Corporation pursuant to Rule 425 of the Securities Act of 1933,
as amended, and deemed to be filed pursuant to Rule 14a-12 of the Securities
Exchange act of 1934, as amended.
Subject: Corporate Technology Development, Inc.
Commission File No. 1-14778
ON OCTOBER 9, 2001, ENDOREX CORPORATION, A DELAWARE CORPORATION
ISSUED THE FOLLOWING PRESS RELEASE:
[ENDOREX LOGO]
C O R P O R A T I O N
28101 BALLARD ROAD, SUITE F
LAKE FOREST, IL 60045
www.endorex.com
COMPANY CONTACT: INVESTOR/MEDIA CONTACT:
Michael Rosen Dian Griesel, Ph.D./Lisa Lindberg
President & CEO The Investor Relations Group
847-573-8990 212-825-3210
mrosen@endorex.com TheProTeam@aol.com
ENDOREX FILES REGISTRATION STATEMENT ON FORM S-4 WITH SEC
Chicago - October 9, 2001 - Endorex Corporation (AMEX:DOR) announced today
that on October 2, 2001 it filed a registration statement on Form S-4 with the
Securities and Exchange Commission ("SEC") in connection with its previously
announced proposed acquisition of Corporate Technology Development, Inc.
("CTD"), a privately held specialty pharmaceutical company based in Miami,
Florida. The registration statement has not been declared effective by the SEC
and may be amended in the future.
On August 1, 2001, Endorex announced that it had entered into a definitive
merger agreement, whereby Endorex would acquire all of the outstanding capital
stock of CTD in a stock-for-stock merger. The boards of directors of both
Endorex and CTD have approved the merger and have agreed to recommend that their
respective stockholders vote in favor of the merger. Certain stockholders of CTD
holding a majority of CTD's outstanding preferred stock and a majority of CTD's
outstanding common stock have entered into a voting agreement pursuant to which
they have agreed to vote in favor of the merger.
Upon completion of the merger, Endorex will possess a broadened product
pipeline with the addition of two oral drug candidates currently in various
stages of clinical development. One of these product candidates is orBec-TM-,
which is currently in phase III clinical trials. The U.S. Food and Drug
Administration (the "FDA") recently granted Enteron Pharmaceuticals, Inc.
("Enteron"), CTD's majority owned subsidiary, an orphan drug designation for use
of orBec-TM- to
prevent graft-versus-host disease ("GVHD"). GVHD is a life-threatening
complication that affects the skin, liver, and gastrointestinal tract following
bone marrow transplants. Bone marrow transplantation is currently used in
treating various types of cancer. Endorex believes these two novel formulations
of off-patent small molecule drugs complement its oral delivery programs of
large molecule (peptide- and protein-based) drugs such as human growth hormone,
insulin and vaccines
Enteron previously received an orphan drug designation for the use of
orBec-TM- to TREAT intestinal GVHD. The FDA has also granted orBec-TM- "fast
track" status for treatment of intestinal GVHD; this can expedite the review
process. Additionally, as of September 30, 2001, CTD currently had no debt and
approximately $4.4 million in cash, which CTD believes will be sufficient to
fund the research and development of these two products in the near future and
to take orBec-TM- through the FDA approval process.
Endorex is a development-stage drug delivery company developing oral and
mucosal formulations of protein- and peptide-based drugs that are traditionally
delivered in an injectable format. Endorex anticipates that this alternative
delivery system will enhance patient quality of life and potentially reduce the
healthcare cost related to needle-based delivery. For further information
regarding Endorex, please visit the company's website located at
www.endorex.com.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS, WITHIN THE MEANING OF
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THAT INVOLVE A
NUMBER OF KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES. THESE STATEMENTS ARE ONLY
PREDICTIONS AND ACTUAL EVENTS OR RESULTS IN FUTURE PERIODS MAY DIFFER MATERIALLY
FROM WHAT IS CURRENTLY ANTICIPATED. THESE STATEMENTS INCLUDE FORWARD-LOOKING
STATEMENTS ABOUT ENDOREX'S, CTD'S AND THE COMBINED COMPANIES' PRODUCTS, PRODUCT
DEVELOPMENT AND PRODUCT PIPELINE. THESE STATEMENTS ARE NOT GUARANTEES OF FUTURE
PERFORMANCE OR RESULTS AND ACTUAL RESULTS COULD DIFFER MATERIALLY FROM CURRENT
EXPECTATIONS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES
INCLUDE, BUT ARE NOT LIMITED TO, PRODUCT INTEGRATION RISK, THE POSSIBILITY THAT
THE OPERATIONS AND MANAGEMENT OF ENDOREX AND CTD WILL NOT BE SUCCESSFULLY
INTEGRATED, THE POSSIBILITY THAT THE MERGER MIGHT NOT BE CONSUMMATED, THE
EFFECTS OF THE PUBLIC ANNOUNCEMENT ON THE PROGRESS OF CERTAIN DRUG DEVELOPMENT
PROJECTS AND THAT BENEFITS SOUGHT TO BE ACHIEVED BY THE TRANSACTION WILL NOT BE
ACHIEVED. FURTHERMORE, ENDOREX, CTD, AND THE COMBINED COMPANIES CANNOT ASSURE
YOU THAT THEY WILL BE ABLE TO SUCCESSFULLY DEVELOP OR COMMERCIALIZE PRODUCTS
BASED ON THEIR TECHNOLOGY, PARTICULARLY IN LIGHT OF THE SIGNIFICANT UNCERTAINTY
INHERENT IN DEVELOPING DRUG AND DRUG DELIVERY PRODUCTS, CONDUCTING CLINICAL
TRIALS AND OBTAINING REGULATORY APPROVALS, THAT THEIR TECHNOLOGIES WILL PROVE TO
BE SAFE AND EFFECTIVE, THAT THEIR CASH EXPENDITURES WILL BE AT PROJECTED LEVELS,
THAT PRODUCT DEVELOPMENT AND COMMERCIALIZATION EFFORTS WILL NOT BE REDUCED OR
DISCONTINUED DUE TO DIFFICULTIES OR DELAYS IN CLINICAL TRIALS OR DUE TO LACK OF
PROGRESS OR POSITIVE RESULTS FROM RESEARCH AND DEVELOPMENT EFFORTS, THAT THEY
WILL BE ABLE TO SUCCESSFULLY PATENT, REGISTER OR PROTECT THEIR TECHNOLOGY,
TRADEMARKS AND PRODUCTS, OR THAT THE BUSINESS STRATEGIES OF ENDOREX, CTD, OR THE
COMBINED COMPANIES WILL BE SUCCESSFUL. IN ADDITION TO THE MATTERS DESCRIBED IN
THIS PRESS RELEASE, RISK FACTORS AS DESCRIBED FROM TIME TO TIME IN ENDOREX'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING, BUT NOT LIMITED
TO, OUR MOST RECENT REPORTS ON FORM 10-QSB, FORM 10-KSB, AS AMENDED, AND OUR
REGISTRATION STATEMENT ON FORM S-4, MAY AFFECT OUR FINANCIAL RESULTS. WE ASSUME
NO OBLIGATION TO UPDATE THE INFORMATION IN THIS RELEASE.
ADDITIONAL INFORMATION AND WHERE TO FIND IT: ON OCTOBER 2, 2001, ENDOREX FILED
WITH THE SEC A REGISTRATION STATEMENT ON FORM S-4 THAT CONTAINS ENDOREX'S AND
CTD'S JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION. THIS
REGISTRATION STATEMENT HAS NOT BEEN DECLARED EFFECTIVE BY THE SEC AND THE JOINT
PROXY STATEMENT/PROSPECTUS IS NOT IN ITS FINAL DEFINITIVE FORM AND BOTH MAY BE
AMENDED. ENDOREX AND CTD WILL MAIL A JOINT PROXY STATEMENT/PROSPECTUS TO
STOCKHOLDERS OF ENDOREX AND CTD CONTAINING INFORMATION ABOUT THE TRANSACTION
AFTER THE REGISTRATION STATEMENT CONTAINING THE JOINT PROXY STATEMENT/PROSPECTUS
HAS BEEN DECLARED EFFECTIVE BY THE SEC. INVESTORS AND SECURITY HOLDERS ARE URGED
TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS IN ITS ENTIRETY. THE REGISTRATION STATEMENT AND THE JOINT
PROXY STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT ENDOREX, CTD, THE
TRANSACTION, THE PERSONS SOLICITING PROXIES RELATING TO THE TRANSACTION, THEIR
INTERESTS IN
THE TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS CAN OBTAIN
FREE COPIES OF THESE DOCUMENTS THROUGH THE WEBSITE MAINTAINED BY THE SEC AT
http://www.sec.gov. FREE COPIES OF THE JOINT PROXY STATEMENT/PROSPECTUS AND
THESE OTHER DOCUMENTS MAY ALSO BE OBTAINED FROM ENDOREX BY DIRECTING A REQUEST
BY MAIL TO ENDOREX AT 28101 BALLARD DRIVE, SUITE F, LAKE FOREST, IL 60045-4544,
TELEPHONE (847) 573-8990, OR FROM CTD BY DIRECTING A REQUEST BY MAIL TO CTD AT
1680 MICHIGAN AVENUE, SUITE 700, MIAMI, FLORIDA 33139, TELEPHONE 305-777-2258.
IN ADDITION TO THE REGISTRATION STATEMENT AND THE JOINT PROXY
STATEMENT/PROSPECTUS, ENDOREX 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 ENDOREX AT THE SEC PUBLIC
REFERENCE ROOMS AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549 OR AT ANY OF
THE SEC'S OTHER PUBLIC REFERENCE ROOMS IN NEW YORK, NEW YORK AND CHICAGO,
ILLINOIS. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION ON THE
PUBLIC REFERENCE ROOMS.
ENDOREX'S FILINGS WITH THE SEC ARE ALSO AVAILABLE TO THE PUBLIC FROM COMMERCIAL
DOCUMENT-RETRIEVAL SERVICES AND AT THE WEBSITE MAINTAINED BY THE SEC AT
http://www.sec.gov.
ENDOREX, CTD, DIRECTORS AND CERTAIN EXECUTIVE OFFICERS OF ENDOREX AND CTD,
PARAMOUNT CAPITAL, INC. AND CERTAIN AFFILIATES AND EMPLOYEES OF PARAMOUNT
CAPITAL, INC., MAY BE CONSIDERED PARTICIPANTS IN THE SOLICITATION OF PROXIES IN
CONNECTION WITH THE MERGER. CERTAIN DIRECTORS AND EXECUTIVE OFFICERS MAY HAVE
DIRECT OR INDIRECT INTERESTS IN THE MERGER DUE TO SECURITIES HOLDINGS OF ENDOREX
AND CTD AND RIGHTS TO BONUS PAYMENTS FOLLOWING THE MERGER. ENDOREX HAS RETAINED
D.F. KING & COMPANY TO ASSIST IT IN SOLICITING PROXIES FROM ENDOREX
STOCKHOLDERS. IN ADDITION, CERTAIN DIRECTORS AND OFFICERS, AFTER THE MERGER,
WILL BE INDEMNIFIED BY ENDOREX AND WILL BENEFIT FROM INSURANCE COVERAGE FOR
LIABILITIES THAT MAY ARISE FROM THEIR SERVICE AS DIRECTORS AND OFFICERS OF CTD
PRIOR TO THE MERGER. ADDITIONAL INFORMATION REGARDING THE PARTICIPANTS IN THE
SOLICITATION IS CONTAINED IN THE REGISTRATION STATEMENT AND JOINT PROXY
STATEMENT/PROSPECTUS FILED BY ENDOREX AND CTD WITH THE SEC.
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