The board of directors of NitroMed, Inc. (NASDAQ: NTMD) further
adjourned its special meeting of stockholders, scheduled to be
reconvened today to approve the sale of substantially all of NitroMed’s
assets to JHP Pharmaceuticals, LLC, until January 27, 2009 at 10:00 a.m.
at the offices of WilmerHale, 60 State Street, Boston, Massachusetts.
NitroMed said that Deerfield Management had revised its previously
disclosed offer to acquire NitroMed from an offer that Deerfield
estimated would be for at least $.75 per share to an offer that NitroMed
estimates at approximately $.80 per share, subject to adjustment for
NitroMed’s net cash balances at closing. NitroMed is currently engaged
in discussions regarding the Deerfield proposal, subject to the
obligations under NitroMed’s agreements with JHP Pharmaceuticals, LLC
and Archemix Corp. There can be no assurance that NitroMed and Deerfield
will reach any agreement as to any alternative proposal to the
previously announced transactions with JHP Pharmaceuticals, LLC and
Archemix Corp.
About NitroMed
NitroMed of Lexington, Massachusetts is the maker of BiDil (isosorbide
dinitrate/hydralazine hydrochloride), an orally administered medicine
available in the United States for the treatment of heart failure in
self-identified black patients. In this population, BiDil is indicated
as an adjunct to current standard therapies such as angiotensin
converting enzyme (ACE) inhibitors and beta blockers. There is little
experience in patients with New York Heart Association Class IV heart
failure. BiDil was approved by the U.S. Food and Drug Administration,
primarily on the basis of efficacy data from the company's landmark
A-HeFT (African American Heart Failure Trial) clinical trial. For full
prescribing information, visit: www.BiDil.com.
On October 22, 2008, NitroMed entered into a purchase and sale agreement
with JHP Pharmaceuticals, LLC, a privately held specialty pharmaceutical
company, pursuant to which NitroMed has agreed to sell to JHP
Pharmaceuticals substantially all of the assets related to NitroMed's
BiDil and BiDil XR drug business. The sale of the BiDil and BiDil XR
drug business is subject to NitroMed stockholder approval and other
customary closing conditions. On November 18, 2008, NitroMed and
Archemix Corp., a privately-held biopharmaceutical company, entered into
a merger agreement, pursuant to which Archemix has agreed to merge with
NitroMed in an all-stock transaction. The merger is subject to approval
by Archemix's and NitroMed's stockholders, consummation of the sale of
NitroMed's BiDil and BiDil XR drug business and other customary closing
conditions.
Important Additional Information Has Been Filed with the SEC
NitroMed has filed with the SEC and mailed to its stockholders a
definitive proxy statement in connection with the proposed sale of its
BiDil and BiDil XR drug business to JHP Pharmaceuticals, LLC.