THE WOODLANDS, Texas,
Nov. 22, 2011 /PRNewswire/ -- Lexicon
Pharmaceuticals, Inc. (Nasdaq: LXRX) announced today that it has
commenced its previously announced rights offering pursuant to an
effective registration statement and today began mailing a
prospectus and other rights offering materials to its
stockholders.
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
was the record date for the rights offering. Each
subscription right will entitle stockholders to purchase 0.427175
shares of common stock at a subscription price of $1.13 per share. For example, a stockholder
who owns 1,000 shares of common stock on the record date will be
granted 1,000 subscription rights entitling the stockholder to
purchase 427 shares of common stock (427.175 rounded down to the
nearest whole share number) for an aggregate purchase price of
$482.51. 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 and proration. Lexicon is
offering an aggregate of 144,247,542 shares of common stock in the
rights offering and, if fully subscribed, aggregate gross proceeds
to Lexicon will be approximately $163
million.
The subscription rights will be exercisable until 5:00 p.m., New
York time, on December 22,
2011. Lexicon may extend the rights offering period or
cancel the rights offering at any time for any reason, with the
consent of two of its largest stockholders, Invus, L.P. and Invus
C.V.
Lexicon is conducting the rights offering at the election of
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
at least 68,868,892 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 have made 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.
Any questions from stockholders or requests for additional
copies of the prospectus supplement and accompanying prospectus or
other rights offering materials may be directed to BNY Mellon
Shareowner Services, the information agent for the rights offering,
at (800) 777-3674 from within the United
States, Canada or
Puerto Rico, or at (201) 680-6579
from outside the United
States.
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 the prospectus supplement and accompanying prospectus,
copies of which may be obtained from BNY Mellon Shareowner Services
as indicated above.
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.