Filed by Nanogen, 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: Epoch Biosciences, Inc.
Commission File No: 000-22170
Nanogen, Inc.
Corporate Overview
October 2004
Safe Harbor Statement
Except for historical information, the statements made in this written and oral presentation are forward-looking statements involving significant risks and uncertainties. These risks and uncertainties, including those related to the timing or successful completion of the Company’s product commercialization activities, securing of required regulatory clearances or approvals, and dependence on collaborators, are detailed in the Company’s filings with the Securities and Exchange Commission.
Additional Information and Where to Find It
In connection with the merger of Nanogen, Inc. (“Nanogen”) and Epoch Biosciences (“Epoch”), Nanogen has filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4, which includes a prospectus of Nanogen and a joint proxy statement for each of Nanogen’s and Epoch’s special stockholder meetings. Investors and security holders are advised to read the registration statement, prospectus and joint proxy statement because they contain important information about the proposed merger. Investors and security holders may obtain a free copy of the registration statement, prospectus and joint proxy statement and other documents filed by Nanogen and Epoch with the SEC at the SEC’s web site at http://www.sec.gov. Free copies of the registration statement, prospectus and joint proxy statement and other documents filed by Nanogen with the SEC may also be obtained from Nanogen by directing a request to Nanogen, Attention: Larry Respess, Secretary, 858-410-4600. Free copies of the joint proxy statement and other documents filed by Epoch with the SEC may also be obtained from Epoch by directing a request to Epoch, Attention: Bert Hogue, Chief Financial Officer, 425-482-5555.
Nanogen and Epoch and the directors and executive officers of each may be deemed to be soliciting proxies from Nanogen’s and Epoch’s stockholders in favor of the proposed merger. Information regarding the identity of these persons, and their interests in the solicitation, is set forth in a Schedule 14A filed with the SEC, as well as the Form S-4, and available free of charge at the SEC website and public reference rooms, and from the corporate secretary of Nanogen and Epoch.
Founding Vision
Diagnostics
Nanogen
Therapeutics
Electronics
Nanogen History
Founded in 1993
Early focus on technology research and development
Hitachi Partnership formed in 2000 for instrument development and manufacturing
MBW platform launched in 2001 into Research market
Entered the clinical laboratory market in 2003 with ASR products
Strong focus on Intellectual Property
75 issued US patents; over 300 pending applications
The “Bridge” Strategy (2003 – 2004)
Focused strategy on meeting significant diagnostic market needs
Technology supports the market-based strategy
Cost reductions
Bolstered capital structure through $50+ million in three financings
Initiated active corporate and business development program
Identified acquisition target profile
Acquired SynX in 2Q’04 for entry into POC market
Announced Epoch Biosciences merger in 3Q’04
Entered infectious disease collaboration in 3Q’03
Enhanced “commercial” management team
Fundamental Change is Underway in Patient Care and Drug Development
Trends
Genetic and proteomic markers developing at a fast pace
Increased drug development tied to biomarkers
Recognition that therapies need to be based on drug/patient dynamics
Results
Individualized healthcare with sophisticated, patient-tailored information available to the physician
New drugs and new prescribing practices based on specific patient characteristics
Advanced Diagnostics are Central
Product and Market Coverage
Advanced Diagnostic Testing
Research Products
Clinical Laboratory Products
Point of Care Products
Services
Nanogen
SynX
Epoch
Nanogen-Epoch Biosciences Merger Summary
Merger of Epoch into Nanogen
Organization
Retain Epoch R&D and manufacturing
Merge overlapping organizational units
– Sales, marketing and customer support
– G&A
Products
Merge ASRs into Nanogen’s sales offerings
Retain research products and sales channels
Leverage existing infrastructure for positive
cash-flow revenue stream
Closing expected in December 2004
Nanogen and Epoch shareholder approval required
Benefits of Nanogen-Epoch Biosciences Merger
Strong operating synergies
Companies share similar products, technologies, and customer base
Epoch provides significant top-line contribution
Leverage Nanogen’s sales force and customer support infrastructure
Positive operating contribution after synergies
Combination builds critical mass and revenue base
Product line will address clinical lab needs from simple to complex molecular assays
Epoch will provide 30 additional assays
Epoch ASRs complement NanoChip 400 sales efforts
Entry point to lab
Customer management
Molecular Diagnostics
Molecular Diagnostics
Platform Roadmap
Research-driven applications
Homebrew/ASRs
PCR based
Lower cost
Smaller footprint
Increased density
Random access
Portable/ decentralized
Sample-to-answer
Protein/ immunoassays
NanoChip® 400 System
Positioning of NC400
Multiplexing with Flexibility
Customer adjusts panels to fit needs of their lab
Open platform — Easy to design and build their own array
Single array for many different tests
Array within an Array Capability
Adjust array size electronically
Multiple samples per array
Improves cost and workflow
Clinically-oriented
Software – menu driven
Service – rapid response
Workflow – easy, limited hand’s on
Competition
Roche
Abbott/ABI/Celera
Third Wave – smaller lab market
Response
Cost effective multiplexing
Menu
Flexibility
Strong customer support
Application Development Molecular Diagnostics
Develop products directed at larger markets
Infectious disease
CFTR
Future additions
– Pharmacogenomics
– Women’s health tests
– Genetic panels (neurology, oncology, etc)
Leverage strengths of Nanogen technology
Epoch ASRs complement and expand product line
Real-time PCR products have significant clinical lab demand
Significantly broadens customer offering
Already incorporating Epoch technology into Nanogen products
Point of Care Diagnostics
Point of Care
Congestive Heart Failure
Anticipated launch 1H’05
SynX/PBM Partnership for CHF
PBM
Manufactures over 60 rapid diagnostic tests including cardiac markers
Responsibilities
– Reader and test development
– Test manufacture
– US distribution
Lateral flow patents
SynX
Point of care assay identification and development
– Reagent development and manufacturing
– Clinical testing
– Ex-US distribution
Intellectual property
– Roche cross license agreement provides POC license for NT-proBNP
– Patents for CHF combination markers
Application Development Point of Care
Cardiovascular
NT pro-BNP
NT pro-BNP/Troponin I combination
Stroke combination
Brain injury
Future development
Type I and II diabetes
Nanotechnology
Patents issued on various aspects of nanofabrication processes and technologies
Plan to access government funding as primary source of funding continued research
Goal to utilize nanotechnology in future medical products
Partner or license IP for other market sectors
Financial Guidance
Anticipate significant revenue growth in 2005-2006 from introductions of new products and acquisitions.
Continue to emphasize cost control
Reduce operating expenses for comparable business by 20%
Anticipated cash balance at the end of 2004 of approximately $50 million.
Investment Highlights
Poised for significant growth
NC 400
Infectious disease ASR
Epoch products
SynX CHF product
Proven business model focused on rapidly growing markets
Genetic testing
Infectious disease
Point of Care
No clear leader in “advanced diagnostics”
Nanogen has early mover advantage, technology leadership
Proven management team
Nanogen ®
Making the revolutionary routine