Filed by Discovery Partners International, 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: Infinity Pharmaceuticals, Inc.
Commission File No. 333-134438
On June 13, 2006, Discovery Partners International, Inc. (“DPI”) and Galapagos NV (“Galapagos”) issued a joint press release announcing that they had entered into a definitive purchase agreement, dated as of April 12, 2006, to transfer all of the drug discovery service operations of DPI to Galapagos for €4.25 million ($5.4 million) in cash.
Galapagos gave the following presentation during a teleconference announcing the execution of the definitive purchase agreement on June 13, 2006.
Galapagos accelerates……
13 June 2006
Disclaimer
This presentation has been prepared by Galapagos and is furnished to you by Galapagos solely for your information.
This presentation and the information provided during this teleconference may contain forward-looking statements, including, without limitation, statements containing the words “believes”, “anticipates”, “expects”, “intends”, “plans”, “seeks”, “estimates”, “may”, “will” and “continues” as well as similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which might cause the actual results, financial condition, performance or achievements of Galapagos or Discovery Partners, or industry results, to be materially different from any future results, financial conditions, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, the audience is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as at the date of this presentation. Galapagos and Discovery Partners expressly disclaims any obligation to update any such forward-looking statements in this presentation to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law or regulation.
Neither Galapagos nor Discovery Partners nor any of their officers, employees, advisers, or agents makes any representation or warranty, express or implied, as to any matter or as to the truth, accuracy, or completeness of any statement made in this presentation, made in conjunction therewith or in any accompanying materials or made at any time, orally or otherwise, in connection with the matters referred to herein and all liability in respect of any such matter or statements is expressly excluded.
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DPI acquisition creates world leader
Top 5 worldwide position in drug discovery
Increased breadth & depth for BioFocus services
Additional capacity for alliance with GSK
Over €8 M added revenue in 2nd half of 2006
Strengthens BioFocus presence in US
Transaction for €4.25 M in cash
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Galapagos group strategy
Combine internal drug development with profitable service division Strengthen technologies & services Increase revenue base through internal growth & acquisitions Establish a global presence to increase visibility & customer base
On our way to become the European biotechnology leader
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About DPI
NASDAQ listed company, established 1995 Global drug discovery fee-for-services company
Over 90 customers, $35 M revenues in 2005
Recent key developments
Nov 2005: Pfizer contract ended, reduced staff from 220 to 120 Apr 2006: Infinity and DPI announced merger
Infinity will obtain listing and cash
DPI shareholders will obtain 31% of new entity All operational assets to be divested
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DPI operational assets
Division Location Activity
Chemistry San Diego, USA Med chem & compound libraries
Natural products Heidelberg, Germany Fractionate & purify
actinomycetes and fungal
compounds
Biology Basel, Switzerland Assays, hit finding, in vitro,
PK/ADMET characterization
Compound San Francisco, USA Storage, management &
management distribution of third-party
compound collections
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Acquisition opportunity
DPI sought acquisition candidate
No strategic way forward as stand-alone fee-for-service without internal programs G&A costs burden on company (SEC/SOX compliance) Pressure from investors
Galapagos
In need of additional capabilities & capacity
Expanded revenue base will generate cash to offset drug discovery Create shareholder value by capitalizing on Top 5 position Establishing a true leadership position
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Galapagos at the start of 2006
Galapagos internal programs in bone- and joint diseases—Belgium BioFocus drug discovery service sites in UK and Netherlands 200 total staff
NL & UK 140 employees fee for service offering
Proprietary target & drug discovery platform
€
Belgium 60 employees therapeutic programs core disease areas novel drug candidates partnering
USA
Europe
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Galapagos today
Extended development program, multiyear OA alliance with GSK Service sites in US, UK, Switzerland, Germany and Netherlands 330 total staff, strong presence in US
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sites in Europe & US 260 employees fee for service offering |
Proprietary target & drug discovery platform
€
Belgium 70 employees therapeutic programs core disease areas novel drug candidates partnering
USA
Europe
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Strong services offering
Very high throughput screening (with 600,000 compound collection)
Compound libraries for hit-finding & integrated hit-to-candidate drug capabilities
Natural product isolation and identification
Target discovery centre
Parallel chemistry and lead optimization capabilities
Compound acquisition, storage and distribution
Basel Cambridge Heidelberg Leiden San Diego San Francisco
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GSK alliance overview
Deliver OA-modifying drug candidates to GSK
Target to optimized lead Pre-clinical studies
Phase I Phase IIA Phase IIB/III Launch
Up to €137 M in milestones, upfront & equity Up to double-digit royalties on worldwide sales
Step up in resources required
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DPI brings drug discovery capacity
Immediate capacity for GSK alliance Resource platform for turn-key alliances Additional staff and facilities to fill order book
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Top 5 position in drug discovery
Target discovery Hit ID Hit to lead Lead optimization Pre-clinical Clinical Phase I—III
Albany Molecular Array Biopharma
BioFocus DPI Evotec Lexicon
BioFocus DPI competitive strengths:
Novel targets screened in human primary cells
Wide range of integrated services from target to pre-clinical Biology-focused, natural product & diverse compound libraries
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Extended presence in US and Japan
US accounts for > 50% of drug discovery market
West Coast presence strong addition
Major contract with NIH
Sales office in Japan, attractive drug discovery market
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Major clients of BioFocus
Major clients of DPI
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Extended client base
Major clients of BioFocus
US customers
Major clients of DPI
Japan customers
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Group revenues guidance—before DPI in € millions
30 25 20 15 10 5
6.5
7.8
17.5
25—30
03 04 05 06
Galapagos 2006
Guidance on 40-70% growth on pro forma 2005
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Group revenues guidance—with DPI in € millions
40 35 30 25 20 15 10 5
6.5
7.8
11.2
33- 38
03 04 05 06
Galapagos consolidated > €8 M revenues 2nd half 2006 from DPI activities
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Financials continued…
Deal structure:
Operational divisions of DPI acquired for €4.25 M in cash Transaction costs of €0.3 M anticipated
Operational:
DPI operations for remainder of 2006 will require about €1 M cash From 2007 onwards acquired operations will generate cash Cash payback expected within 2-3 years No long term lease commitments beyond 2009
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Integration goals
Business objectives
Grow revenues base from existing and new sites
Drive execution of GSK partnered program with expert teams in target and drug discovery
Operational objectives
Integration process same as for BioFocus
Combined service division will branded as ‘BioFocus DPI’
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The offer in summary
Drug discovery capacity > €8 M revenues 2nd half 2006 Top 5 position in drug discovery New technology & services Strong US & Japan presence
€4.25 M cash
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Q & A
Onno van de Stolpe, CEO Galapagos
David Smith, CFO Galapagos
Mike Venuti, CEO Discovery Partners International
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Analyst Meeting 23 June 2006 Leiden, The Netherlands
www.glpg.com
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Forward Looking Statements
This presentation contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. 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. Any forward-looking statements are made pursuant to Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any forward-looking statements made by DPI or Galapagos speak only as of the date made. DPI and Galapagos undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
Such forward-looking statements include statements regarding the proposed transaction between DPI and Galapagos and the timing for its closing, the contribution of the assets to be acquired to BioFocus’s revenues in the second half of 2006 and cash flow in 2007, the integration of those assets into Galapagos’s existing operations, including with respect to maintaining service levels for current DPI customers, the anticipated downsizing of DPI’s general and administrative function in San Diego, the benefits of the proposed transaction to Galapagos’s existing operations, including with respect to its technology, product offerings, customer base, and market and competitive positions, Galapagos’s rationale and strategy for the proposed transaction, and the benefits of the proposed transaction to DPI, including for its stockholders and with respect to the exchange ratio to be used in DPI’s merger with Infinity and DPI’s ability to consummate that transaction. Factors that may cause actual results to differ materially include the risk that DPI and Galapagos may not be able to complete the proposed transaction, the risk that the assets being acquired may not be integrated as effectively into Galapagos as expected or otherwise provide Galapagos with their expected benefits, the risk that the proposed transaction together with DPI’s proposed merger with Infinity will not provide their expected benefits to DPI’s stockholders and that DPI’s Net Cash at closing of the Infinity merger will be lower than currently anticipated, and risks and other uncertainties more fully described in DPI’s annual report on Form 10-K for the year ended December 31, 2005, DPI’s quarterly report on Form 10-Q for the quarter ended March 31, 2006 and DPI’s Registration Statement on Form S-4 filed on May 24, 2006 in connection with the Infinity merger, each as filed with the Securities and Exchange Commission and DPI’s other SEC reports.
Additional information about the DPI-Infinity merger and where to find it
In connection with the proposed merger between DPI and Infinity described herein, DPI filed a Registration Statement on Form S-4 on May 24, 2006 with the SEC, that contains a proxy statement/prospectus. Investors and security holders of DPI and Infinity are urged to read the proxy statement/prospectus (including any amendments or supplements to the proxy statement/prospectus) regarding the proposed merger because it contains important information about DPI, Infinity and the proposed merger. Securityholders will be able to obtain a copy of the proxy statement/prospectus, as well as other filings containing information about DPI and Infinity, without charge, at the SEC’s Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus can also be obtained, without charge, by directing a request to Discovery Partners International, Inc., 9640 Towne Centre Drive, San Diego, CA 92121, Attention: Investor Relations, Telephone: (858) 455-8600.
Participants in the solicitation
DPI and its directors and executive officers and Infinity and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of DPI in connection with the proposed merger of DPI with Infinity. Information regarding the special interests of these directors and executive officers in the merger transaction is included in the proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of DPI is also included in DPI’s proxy statement for its 2006 Annual Meeting of Stockholders, which was filed with the SEC on April 6, 2006. This document is available free of charge at the SEC’s web site (www.sec.gov) and from Investor Relations at DPI at the address described above.