Filed by Exelixis, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Deemed filed under Rule 14d-2 of the Securities Exchange Act of 1934
Subject Company: Genomica Corporation
Commission File No.: 000-31637
SOURCE: EXELIXIS, INC.
Monday, November 19, 2001
Press Release
FOR IMMEDIATE RELEASE
Contact:
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Exelixis, Inc. Genomica Corporation
Glen Sato Dan Hudspeth
Chief Financial Officer Chief Financial Officer
650-837-7565 720-565-4030
Cohn & Wolfe
David Sampson, 310-967-2903 (media)
Julio Cantre, 212-798-9779 (investors)
EXELIXIS, INC. TO ACQUIRE GENOMICA CORPORATION
-Acquisition Strengthens Exelixis' Drug Discovery and Development Programs-
SOUTH SAN FRANCISCO, CA and BOULDER, CO -- November 19, 2001 -- Exelixis, Inc.
(Nasdaq: EXEL) and Genomica Corporation (Nasdaq: GNOM) have signed a definitive
agreement whereby Exelixis will acquire Genomica in a stock-for-stock
transaction valued at $110 million.
The transaction has been structured as an offer for 100% of Genomica's
outstanding common stock to be followed by a merger of Genomica with a
wholly-owned subsidiary of Exelixis. Exelixis intends to commence the offer for
all of Genomica's outstanding shares on or about November 27, 2001. Unless
otherwise extended by Exelixis, the offer period will run for 20 business days
and, subject to regulatory review, is expected to close on or about December 27,
2001. The companies expect to complete the back-end merger during the first
quarter of 2002. The transaction has been unanimously approved by the Boards of
Directors of both companies, and the directors, officers and certain affiliates
of Genomica have agreed to tender their shares in the offer.
"This acquisition should be an attractive opportunity for the stockholders of
both companies," said George A. Scangos, Ph.D., president and chief executive
officer of
Exelixis. "We believe that Genomica's substantial cash and investments will
significantly enhance our ability to move our drug discovery programs forward,
and that their software will be an important tool to manage human data during
the clinical development of our compounds."
"The direct clinical application of Genomica's bioinformatics technology to
Exelixis' drug discovery program is strategic and complementary," said Teresa W.
Ayers, chief executive officer of Genomica. "We are confident that Exelixis'
management team can achieve significant value for our stockholders."
The transaction is expected to qualify as a "tax-free" reorganization for
federal income tax purposes. The merger is subject to the satisfaction of
customary closing conditions, including the offer for exchange of at least a
majority of Genomica's outstanding shares, effectiveness of Exelixis'
registration statement for the shares to be issued in the transaction, and the
expiration or termination of the waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act.
CONFERENCE CALL AND REPLAY INFORMATION
Exelixis and Genomica will hold a conference call today at 5:30 p.m. EST with
investors and media to discuss this press release. Interested parties can
participate on the call by dialing (800) 230-1059 in the United States, and
(612) 288-0318 internationally. A replay of the call will be available today
after 9:00 p.m. EST through November 30, 2001 at (800) 475-6701 in the United
States and (320) 365-3844 internationally, followed by access code 613218.
ABOUT EXELIXIS
Exelixis, Inc. is a leading worldwide genomics-based drug discovery company
focused on product development through its expertise in comparative genomics and
model system genetics. An outstanding team of company scientists has developed
multiple fungal, nematode, insect, plant and vertebrate genetic systems.
Exelixis' proprietary model systems and comparative genomics technologies
address gene function by using biologically relevant functional genomics
information very early on in the process to rapidly, efficiently and
cost-effectively translate sequence data to knowledge about the function of
genes and the proteins that they encode. The company has a significant internal
cancer discovery and drug development program, through which a number of
compounds are expected to complete screening by the end of the year. Exelixis
believes that its technology is broadly applicable to all life science
industries, including pharmaceutical, diagnostic, agricultural biotechnology and
animal health and the company has active collaborations with Aventis
CropScience, Bayer, Bristol-Myers Squibb, Elan Pharmaceuticals, Pharmacia,
Protein Design Labs, Scios and Dow AgroSciences, and is building its internal
development program in the area of oncology. For more information, please visit
the company's web site at http://www.Exelixis.com.
ABOUT GENOMICA
Genomica Corporation develops and markets software products and services that
enable pharmaceutical and biotechnology researchers to accelerate the drug
discovery and
development process. Genomica's customers include leading genomics-based
research organizations such as AstraZeneca, GlaxoSmithKline, Aventis, and the
National Cancer Institute. Genomica also has strategic alliances with Applied
Biosystems and Celera Genomics. At September 30, 2001, Genomica had cash, cash
equivalents and investments totaling $110.8 million. For additional information
on Genomica, please visit its Website, at http://www.Genomica.com/.
The forward-looking statements contained in this press release involve risks and
uncertainties that may affect our respective businesses, as more fully discussed
in the "Risk Factors" section of our filings with the Securities and Exchange
Commission. These risks and uncertainties for Exelixis include, but are not
limited to, our ability to complete the acquisition on the terms currently
proposed, obtain the vote of a majority of Genomica stockholders, obtain the
appropriate regulatory approvals, successfully utilize Genomica technology as
part of our drug discovery efforts, generate additional revenues from the
Genomica assets by entering into new collaborations and successfully continue,
if at all, the development of existing Genomica research programs and products
and realize commercial value from those efforts, and achieve any cost savings
associated with the integration of Genomica with Exelixis. Exelixis directs
readers to its reports filed with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the year ended December 31, 2000.
The risks and uncertainties for Genomica Corporation include, but are not
limited to, failure of its stockholders to approve the transaction proposed and
in such event, the following additional factors: failure by Genomica to meet
financial expectations of analysts and investors, failure by Genomica to manage
the recently completed restructuring to achieve our financial goals, Genomica's
ability to develop and implement a successful change in strategic direction,
reliance by Genomica on a limited number of customers for a majority of its
revenue, Genomica's reliance on key personnel, risks as related to market
acceptance of Genomica's product, rapid technological change in Genomica's
market, potential defects associated with Genomica's product, Genomica's need to
maintain and enhance strategic relationships with larger companies, Genomica's
use in its product of third-party components, Genomica's ability to develop
products for new markets and distribution channels, activities by Genomica and
others regarding protection of intellectual property, release of competitive
products and other actions by competitors, and economic downturns in either
domestic or foreign markets. Further details on these risks and other risks are
set forth in Genomica's filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the year ended December 31, 2000.
The information in this press release is current as of its release date.
Exelixis and Genomica assume no responsibility to update the information.
ADDITIONAL INFORMATION
The average trading price during the initial offer period will determine the
ultimate exchange ratio delivered to Genomica's stockholders based on the
average closing price of Exelixis' common stock for the 18 trading days up until
two trading days prior to
closing. The exchange ratio of Exelixis common stock for outstanding shares of
Genomica common stock will be determined by the following formula: $110 million
in common stock of Exelixis divided by the average trading price for the 18
business days ending two days prior to the closing of the initial offer period
further divided by the number of shares of Genomica (including Genomica stock
options with exercise prices of $5 or less) outstanding; provided that, the
average trading price of Exelixis common stock shall not be less than $13.30 in
determining the exchange ratio. As a result, the maximum number of shares of
Exelixis common stock issued will not exceed 8,271,000 shares. The exchange
offer will be followed by a merger in which Exelixis would acquire, at the same
exchange ratio, the remaining shares of Genomica common stock not previously
acquired in the exchange offer.
Exelixis intends to file a Schedule TO and a Registration Statement on Form S-4,
and Genomica plans to file a Solicitation/Recommendation Statement on Schedule
14D-9, with the Securities and Exchange Commission on or about November 27,
2001. Exelixis and Genomica expect to mail Exelixis' Preliminary Prospectus, the
Schedule 14D-9 and related tender offer materials to stockholders of Genomica
simultaneously with such filings. These documents contain important information
about the transaction. Investors and security holders are urged to read these
documents carefully when they are available. Investors and security holders will
be able to obtain free copies of these documents through the website maintained
by the U.S. Securities and Exchange Commission at http://www.sec.gov. The
Preliminary Prospectus and related other tender offer documents may also be
obtained for free from the parties.
In addition to the filings mentioned above, each of Exelixis and Genomica file
annual, quarterly and special reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy any reports,
statements or other information filed by Exelixis or Genomica at the SEC public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of
the commission's other public reference rooms in New York, N.Y. and Chicago,
Ill. Please call the Securities and Exchange Commission at 800-SEC-0330 for
further information on the public reference rooms. Exelixis and Genomica's
respective filings with the Securities and Exchange Commission are also
available to the public from commercial document-retrieval services and at the
website maintained by the commission at http://www.sec.gov.