THE WOODLANDS, Texas,
March 16 /PRNewswire-FirstCall/ --
Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX) today announced the
pricing of a public offering and concurrent private placement of
its common stock in which the aggregate net proceeds to
Lexicon will be approximately $165.0
million. The public offering consists of 87,717,391
shares of its common stock at a public offering price of
$1.15 per share. In connection
with the public offering, Lexicon agreed to sell an additional
59,296,749 shares of its common stock at the public offering price
to Invus, L.P., Lexicon's largest stockholder, in a concurrent
private placement upon Invus' exercise of its right to purchase
shares sufficient to maintain its pro rata ownership of Lexicon's
common stock.
All of the shares subject to the public offering are being
offered by Lexicon pursuant to an effective shelf registration
statement previously filed with the Securities and Exchange
Commission. Lexicon has also granted the underwriters a
30-day option to purchase up to an aggregate of 8,804,348
additional shares of common stock to cover over-allotments, if any.
To the extent the underwriters exercise their over-allotment
option, Invus may purchase up to an aggregate of 5,951,718
additional shares of common stock in a private placement pursuant
to its right to purchase shares sufficient to maintain its pro rata
ownership of Lexicon's common stock. Morgan Stanley & Co.
Incorporated and J.P. Morgan Securities Inc. are acting as joint
book-runners for the public offering, with Cowen and Company, LLC
and Thomas Weisel Partners LLC acting as co-managers.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, these securities, nor will there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale is not permitted. The
offering of the securities in the public offering will be made only
by means of a final prospectus supplement and accompanying
prospectus, copies of which may be obtained from Morgan Stanley
& Co. Incorporated, Attn: Prospectus Department, 180
Varick Street, 2nd Floor, New York, New
York 10014, telephone: (866) 718-1649, or by emailing
prospectus@morganstanley.com, or from J.P. Morgan Securities, Inc.,
Attention: Broadridge Financial Solutions at 1155 Long Island
Avenue, Edgewood, New York 11717,
or by telephone at (866) 803-9204.
The issuer has filed a registration statement (including a base
prospectus) with the Securities and Exchange Commission, or SEC,
for an offering to which this communication relates. Before
you invest, you should read the prospectus in that registration
statement and related prospectus supplements and other documents
that the issuer has filed or will file with the SEC for more
complete information about the issuer and this offering. You
may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, you may obtain a final
prospectus supplement and accompanying prospectus as indicated
above.
The shares to be sold to Invus in the private placement have not
been, and will not be, registered under the Securities Act of 1933,
as amended, or any state securities laws and may not be offered or
sold in the United States absent
registration or applicable exemption from the registration
requirement of such Act and applicable state securities laws.
About Lexicon
Lexicon is a biopharmaceutical company focused on discovering
breakthrough treatments for human disease. Lexicon currently
has four drug candidates in mid-stage development for diabetes,
irritable bowel syndrome, carcinoid syndrome, and rheumatoid
arthritis, all of which were discovered by the company's research
team.
Safe Harbor Statement
This press release contains "forward-looking" statements,
including statements related to Lexicon's expectations regarding
the completion, timing and size of the public offering and
concurrent private placement. Any statements contained in this
press release that are not statements of historical fact may be
deemed to be forward-looking statements. Words such as
"anticipated," "will," "proposed," and similar expressions are
intended to identify these forward-looking statements. There
are a number of important factors that could cause Lexicon's
results to differ materially from those indicated by these
forward-looking statements, including risks and uncertainties
related to market conditions and the satisfaction of customary
closing conditions related to the public offering and concurrent
private placement. There can be no assurance that Lexicon
will be able to complete the public offering or concurrent private
placement on the anticipated terms, or at all. Additional
risks and uncertainties relating to the public offering and
concurrent private placement, Lexicon and its business can be found
under the headings "Factors Affecting Forward-Looking Statements"
and "Risk Factors" in Lexicon's annual report on Form 10-K for the
year ended December 31, 2009, as filed with the Securities and
Exchange Commission and under the heading "Risk Factors" in the
final prospectus supplement related to the public offering to be
filed with the Securities and Exchange Commission. Unless
required by applicable law, Lexicon undertakes no obligation to
update or revise any such forward-looking statements, whether as a
result of new information, future events or otherwise.
SOURCE Lexicon Pharmaceuticals, Inc.