e425
Filed by CancerVax Corporation
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: CancerVax Corporation
Commission File No. 333-131817
CANCERVAX ANNOUNCES RECORD DATE
FOR STOCKHOLDERS ELIGIBLE TO VOTE ON MERGER
CARLSBAD, CA, March 16, 2006 CancerVax Corporation (Nasdaq: CNVX), a biotechnology company
focused on the research, development and commercialization of novel biological products for the
treatment of cancer, today announced that the close of business on Monday, March 27, 2006, has been
set as the record date for the determination of stockholders eligible to receive the proxy and vote
at the annual meeting to be held to consider and approve the previously announced merger with
Micromet AG, a corporation organized under the laws of Germany.
On January 6, 2006, CancerVax entered into a definitive merger agreement with Micromet, which is
subject to the approval of CancerVax stockholders and other customary closing conditions.
A proxy statement, once final, will be mailed together with a proxy card to the CancerVax
stockholders. The final proxy statement will include the date, time and location of the annual
meeting.
About CancerVax (www.cancervax.com)
CancerVax Corporation is a biotechnology company focused on the research, development and
commercialization of novel biological products for the treatment and control of cancer. CancerVaxs
leading product candidate is D93, an anti-angiogenic, humanized, monoclonal antibody. CancerVax
filed an investigational new drug application for clinical trials of D93 in February 2006.
About Micromet (www.micromet.de)
Micromet AG is a private, Munich, Germany-based biotechnology company with a focus on the
development of novel, proprietary antibody-based products for cancer and inflammatory and
autoimmune diseases. Two product candidates are currently in clinical trials. MT201, a recombinant
human monoclonal antibody, is being evaluated in Phase 2 clinical trials for the treatment of
patients with breast cancer and prostate cancer. MT103 is being studied in a Phase 1 clinical
trial for the treatment of patients with non-Hodgkins lymphoma. The Company has
established a drug development platform based on its BiTE technology, a unique, antibody-based
format that leverages the cytotoxic potential of T cells, the most powerful killer cells of the
human immune system. Micromet has integrated infrastructure and expertise in drug design and
development. The Company has attracted both top-tier life science investors and has established
collaborations with MedImmune, Inc. and Serono.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger transaction with Micromet, on February 13, 2006, CancerVax
filed with the SEC a registration statement that contains a proxy statement/prospectus. Investors
and security holders of CancerVax and Micromet are urged to read the proxy statement/prospectus
(including any amendments or supplements to the proxy statement/prospectus) regarding the proposed
transaction because it contains important information about CancerVax, Micromet and the proposed
transaction. CancerVaxs stockholders can obtain a free copy of the proxy statement/prospectus, as
well as other filings containing information about CancerVax and Micromet, without charge, at the
SECs Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus can also be
obtained, without charge, by directing a request to CancerVax Corporation, 2110 Rutherford Road,
Carlsbad, CA 92008, Attention: Investor Relations, Telephone: (760) 494-4200.
Participants in the Solicitation
CancerVax and its directors and executive officers and Micromet and its directors and executive
officers may be deemed to be participants in the solicitation of proxies from the stockholders of
CancerVax in connection with the proposed transaction. 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 CancerVax is also included in CancerVaxs proxy statement for its 2005 Annual
Meeting of Stockholders, which was filed with the SEC on April 28, 2005. This document is available
free of charge at the SECs web site (http://www.sec.gov) and from CancerVaxs Investor Relations
at the address listed above.
Forward-Looking Statements
This release 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. Such forward-looking statements
include statements regarding the proposed transaction, the efficacy, safety, and intended
utilization of the companies respective product candidates, the conduct and results of future
clinical trials, and plans regarding regulatory filings, future research and clinical trials and
plans regarding partnering activities. Factors that may cause actual results to differ materially
include the risk that CancerVax and Micromet may not be able to complete the proposed transaction,
the risk that product candidates that appeared promising in early research and clinical trials do
not demonstrate safety and/or efficacy in larger-scale or later clinical trials, the risk that
CancerVax and Micromet will not obtain approval to market their respective products, the risks
associated with reliance on outside financing to meet capital requirements, and the risks
associated with reliance on collaborative partners for further clinical trials, development and
commercialization of product candidates. 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 CancerVaxs periodic reports and other filings with
the SEC.
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, and, as such, speak
only as of the date made. CancerVax undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
Contact for CancerVax Corporation
William R. La Rue
SVP & Chief Financial Officer
+1 760-494-4200
http://www.cancervax.com