On December 23, 2008, Archemix Corp. ("Archemix") , which is a party to that certain agreement and plan of merger dated November 18, 2008 by and between Archemix, NitroMed, Inc. ("NitroMed"), and Newport Acquisition Corp., a wholly owned subsidiary of NitroMed, issued a press release announcing a strategic alliance with GlaxoSmithKline. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC In connection with Archemix's proposed merger with NitroMed, Inc. ("NitroMed"), NitroMed has filed with the SEC a Registration Statement on Form S-4 containing a joint proxy statement/prospectus. Once the Form S-4 is declared effective by the SEC, the joint proxy statement/prospectus will be mailed to stockholders of NitroMed and Archemix. The joint proxy statement/prospectus will contain important information about NitroMed, Archemix, the transaction and related matters. In addition, 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. The definitive proxy statement contains important information about NitroMed, the proposed sale of the BiDil and BiDil XR drug business and related matters. Investors and security holders of NitroMed and Archemix are urged to read carefully both the definitive proxy statement relating to the proposed sale of the BiDil and BiDil XR drug business and the joint proxy statement/prospectus relating to the merger (when it is available).
Investors and security holders of NitroMed are able to obtain free copies of the definitive proxy statement for the proposed sale of the BiDil and BiDil XR drug business and the joint proxy statement/prospectus for the proposed merger (when it is available), and other documents filed with the SEC by NitroMed through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders of NitroMed are able to obtain free copies of the definitive proxy statement for the proposed sale of the BiDil and BiDil XR drug business and the joint proxy statement/prospectus for the proposed merger (when it is available) by contacting NitroMed, Inc., Attn: Secretary, 45 Hayden Avenue, Suite 3000, Lexington, MA 02421. Investors and security holders of Archemix will be able to obtain free copies of the joint proxy statement/prospectus for the merger (when it is available) by contacting Archemix Corp., Attn: Secretary, 300 Third Street, Cambridge, MA 02142.
NitroMed, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the purchase and sale agreement with JHP Pharmaceuticals relating to the sale of the BiDil and BiDil XR drug business, and NitroMed and Archemix, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement with Archemix. Information regarding NitroMed's directors and executive officers is contained in NitroMed's Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and its proxy statement dated April 16, 2008, which are filed with the SEC, and in NitroMed's definitive proxy statement relating to the proposed sale of the BiDil and BiDil XR drug business, which was filed with the SEC on December 15, 2008. As of November 30, 2008, NitroMed's directors and executive officers, and funds affiliated with such individuals, owned approximately 33% of NitroMed's common stock. A more complete description of the interests of NitroMed's directors and officers is available in the definitive proxy statement relating to the sale of the BiDil and BiDil XR drug business. In addition, information regarding Archemix's
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