Lilly Reaffirms Purchase Offer for SGX Pharmaceuticals
August 04 2008 - 8:00AM
PR Newswire (US)
Company Reiterates $3.00 per Share Proposal is Best and Final Offer
INDIANAPOLIS, Aug. 4 /PRNewswire-FirstCall/ -- Eli Lilly and
Company (NYSE:LLY) today reaffirmed that its $3.00 per share
purchase offer for SGX Pharmaceutical, Inc. (NASDAQ:SGXP)
represents its best and final offer for the San Diego-based
biotechnology company. On July 8, 2008, the two companies announced
the signing of a definitive merger agreement, whereby Lilly will
acquire all of the outstanding shares of SGX common stock at a
price of $3.00 per share, for a total purchase price of
approximately $64.0 million. In support of the transaction, Lilly
refers SGX stockholders to the definitive proxy statement that SGX
filed on July 21, 2008. That definitive proxy statement includes
the reasons why the board of directors of SGX voted unanimously to
approve the merger agreement and to recommend that its stockholders
approve the transaction. The background to the merger section of
the definitive proxy statement describes the process SGX undertook
to explore strategic alternatives and solicit indications of
interest. As a result of these reasons, certain SGX stockholders
(including certain executive officers, directors and a significant
outside shareholder) who beneficially own in the aggregate,
approximately 26 percent of the outstanding shares of SGX common
stock, entered into a voting agreement with Lilly to vote in favor
of the merger. "We believe that the $3.00 per share purchase price
represents full and fair value, and provides a very attractive
premium for SGX stockholders," commented Gino Santini, Lilly senior
vice president of corporate strategy and business development.
"Lilly will not increase its offer price, and we are confirming
that the $3.00 per share price for SGX is our best and final
offer." Santini noted that the $3.00 per share price represents a
sizable premium versus SGX's recent stock price performance,
including a 119 percent premium to the stock's closing price
immediately prior to the announcement on July 8, 2008, and a 108
percent premium over the SGX average closing price for the one
month prior to the announcement. "Lilly and SGX fully intend to
take this proposal to a stockholder vote at the $3.00 per share
offer price," Santini concluded. About Eli Lilly and Company Lilly,
a leading innovation-driven corporation, is developing a growing
portfolio of first-in-class and best-in-class pharmaceutical
products by applying the latest research from its own worldwide
laboratories and from collaborations with eminent scientific
organizations. Headquartered in Indianapolis, Ind., Lilly provides
answers - through medicines and information - for some of the
world's most urgent medical needs. Additional information about
Lilly is available at http://www.lilly.com/. C-LLY This news
release contains forward-looking statements that are based on
current expectations, forecasts and assumptions and are subject to
known and unknown risks and uncertainties that may cause actual
future experience and results to differ materially from the
statements made. There can be no guarantee that the proposed merger
transaction will be approved by SGX's shareholders, that it will
receive Hart-Scott-Rodino approval, that the other conditions to
closing will be met or that any of the potential benefits of the
merger will be realized. Other factors that might cause such a
difference include, among others, the initiation and completion of
clinical trials, the FDA and other foreign review processes and
other governmental regulation, Lilly's and SGX's abilities to
successfully develop and commercialize drug candidates, competition
from other pharmaceutical companies, the ability to effectively
market products, and other risks and uncertainties described in
Lilly's and SGX's filings with the Securities and Exchange
Commission. Lilly and SGX undertake no duty to update forward
looking statements. SGX and Lilly disclaim any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law. (Logo:
http://www.newscom.com/cgi-bin/prnh/20031219/LLYLOGO )
http://www.newscom.com/cgi-bin/prnh/20031219/LLYLOGO DATASOURCE:
Eli Lilly and Company CONTACT: Mark E. Taylor of Eli Lilly and
Company, +1-317-276-5795
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