THE WOODLANDS, Texas,
Nov. 11, 2011 /PRNewswire/ -- Lexicon
Pharmaceuticals, Inc. (Nasdaq: LXRX) today announced plans for a
rights offering pursuant to an effective shelf registration
statement in which its stockholders will receive non-transferable
subscription rights to purchase up to 144,247,800 shares of its
common stock in the aggregate.
In the rights offering, stockholders will receive one
non-transferable subscription right for every share of common stock
owned as of November 21, 2011, which
is the record date for the rights offering. Each subscription
right will entitle stockholders to purchase a pro rata number of
shares of common stock at a subscription price of $1.13 per share. Stockholders who exercise
their basic subscription privilege in full may also exercise an
over-subscription privilege to purchase additional shares that
remain unsubscribed at the expiration of the rights offering,
subject to availability. If the rights offering is fully
subscribed, aggregate gross proceeds to Lexicon will be
approximately $163 million.
Lexicon is conducting the rights offering at the election of two
of its largest stockholders, Invus, L.P. and Invus C.V., pursuant
to their contractual rights to require Lexicon to initiate a pro
rata rights offering to its stockholders. Invus, L.P. and
Invus C.V. will be required to exercise their basic subscription
privileges in full and purchase a minimum of approximately
68,869,016 shares of common stock in the rights offering, subject
to certain customary closing conditions, including the expiration
or termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
In light of the potential for the ownership percentage of
Invus, L.P., Invus C.V. and their affiliates to increase to greater
than 50% of Lexicon's outstanding common stock as a result of the
rights offering, the parties intend to make the required filings
for that purpose with the Premerger Notification Office of the
Federal Trade Commission and the Antitrust Division of the
Department of Justice.
The rights offering is expected to commence on or about
November 22, 2011 and is expected to
expire 30 days following commencement. Lexicon may extend the
rights offering period or cancel the rights offering at any time
for any reason, with the consent of Invus, L.P. and Invus C.V.
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 securities in the rights offering will be made only by
means of a final prospectus supplement and accompanying
prospectus.
Lexicon has filed a registration statement (including a base
prospectus) with the Securities and Exchange Commission, or SEC,
for the rights 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 Lexicon has filed or will file with the SEC for more
complete information about Lexicon and the rights offering.
You may obtain these documents for free by visiting EDGAR on
the SEC website at www.sec.gov.
About Lexicon
Lexicon is a biopharmaceutical company focused on discovering
breakthrough treatments for human disease. Lexicon currently
has four drug programs in mid-stage development for diabetes,
irritable bowel syndrome, carcinoid syndrome and rheumatoid
arthritis, all of which were discovered by Lexicon's research
team.
Safe Harbor Statement
This press release contains "forward-looking statements,"
including statements relating to Lexicon's expectations
regarding the completion, timing and size of the rights offering.
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 rights
offering. There can be no assurance that Lexicon will
be able to complete the rights offering on the anticipated terms,
or at all. Additional risks and uncertainties relating to the
rights offering, 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, 2010, as filed with the Securities and Exchange
Commission, in Lexicon's other filings with the Securities and
Exchange Commission and under the heading "Risk Factors" in the
final prospectus supplement relating to the rights 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.