UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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EXEGENICS INC.
(NAME OF SUBJECT COMPANY)
EXEGENICS INC.
(NAME OF PERSON FILING STATEMENT)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
SERIES A CONVERTIBLE PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
301610 (COMMON STOCK)
(CUSIP NOT APPLICABLE FOR PREFERRED STOCK)
(CUSIP NUMBER OF CLASS OF SECURITIES)
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RONALD L. GOODE, PH.D.
EXEGENICS INC.
2110 RESEARCH ROW
DALLAS, TEXAS 75235
(214) 358-2000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND
COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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COPY TO:
JOEL I. PAPERNIK, ESQ.
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
666 THIRD AVENUE
24TH FLOOR
NEW YORK, NEW YORK 10017
(212) 935-3000
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
For Immediate Release
AVI BIOPHARMA TO ACQUIRE EXEGENICS IN $11.0 MILLION STOCK EXCHANGE
AVI Contact:
AVI BioPharma, Inc.
Michael Hubbard (hubbard@avibio.com)
(503) 227-0554
eXegenics Contact:
eXegenics, Inc.
WaLisa Davenport
(214) 358-2000
Investor Contacts:
Lippert/Heilshorn & Associates Inc.
Bruce Voss (bvoss@lhai.com)
Jody Cain (jcain@lhai.com)
(310) 691-7100
Press Contact:
Waggener Edstrom Bioscience
Wendy Carhart (wendyc@wagged.com)
(503) 443-7000
PORTLAND, ORE. AND DALLAS, TEX. -- JULY 16, 2003 -- AVI BioPharma, Inc. (Nasdaq:
AVII, AVIIW, AVIIZ), and eXegenics, Inc. (Nasdaq: EXEG) today announced the
signing of a definitive merger agreement under which AVI has agreed to acquire
eXegenics in a stock-for-stock transaction. The transaction has been structured
as a two-step acquisition comprised of an immediate exchange offer for all of
the outstanding shares of eXegenics common stock and eXegenics preferred stock,
followed by a merger in which AVI would acquire those shares of eXegenics common
stock and eXegenics preferred stock that are not exchanged for AVI common stock
in the exchange offer.
This transaction offers 0.103 of a share of AVI common stock for each share of
eXegenics common stock, and 0.155 of a share of AVI common stock for each share
of eXegenics preferred stock. Based on the volume weighted average prices of AVI
common stock for the 30 consecutive trading days ending on July 14, 2003, the
transaction values eXegenics common stock at $0.64 per share, and eXegenics
preferred stock at $0.96 per share, or approximately $11.0 million in total. The
exchange offer is subject to various conditions, including the tender of at
least a majority of the shares of eXegenics capital stock in the exchange offer.
The exchange offer is expected to close in August of this year, and the merger
is expected to close in September of this year.
"Acquiring eXegenics should provide AVI up to approximately $10 million in
additional cash as well as antisense drug discovery technology and three
validated cancer targets," said Denis R. Burger, Ph.D., chief executive officer
at AVI. "In addition, eXegenics' work in rapid development of drugs using their
Quantum Core Technology is an excellent fit with AVI's existing viral rapid
response platform. We believe the cash AVI will receive in the transaction will
enable AVI to further its clinical development programs and create additional
value for all shareholders."
"This transaction affords our stockholders greater liquidity for their
investment in the near term as well as the opportunity to participate in the
future growth of AVI," said Dr. Ronald Goode, chairman, president and chief
executive officer of eXegenics. "We believe AVI has demonstrated its ability to
produce clinical candidates with significant potential market value. The breadth
of AVI's clinical development programs is impressive, as is AVI's demonstrated
ability to rapidly advance clinical candidates."
Key highlights of the acquisition include the following:
o The acquisition will bring additional cash of up to
approximately $10 million to AVI;
o AVI will acquire all eXegenics intellectual property,
including eXegenics' target validation antisense platform (the
Oasis program) and eXegenics' Quantum Core Technology;
o AVI will not retain eXegenics employees;
o AVI does not anticipate that the consummation of the
transaction will result in an increase in AVI expenditures or
burn rate; and
o There will be no change to the AVI board of directors or
senior management as a result of the transaction.
TERMS OF THE TRANSACTION
Under the terms of the definitive merger agreement, AVI will first commence an
exchange offer in which AVI will offer 0.103 of a share of AVI common stock for
each outstanding share of eXegenics common stock and 0.155 of a share of AVI
common stock for each outstanding share of eXegenics preferred stock. The
exchange offer will be followed by a merger in which each share of eXegenics
common stock not tendered in the exchange offer will be converted into the right
to receive 0.103 of a share of AVI common stock and each share of eXegenics
preferred stock not tendered in the exchange offer will be converted into the
right to receive 0.155 of a share of AVI common stock.
The Board of Directors of eXegenics has voted unanimously to recommend the
exchange offer and the merger to its stockholders. Petkevich & Partners, LLC is
the financial advisor to eXegenics for this transaction.
ABOUT AVI BIOPHARMA
AVI BioPharma develops therapeutic products for the treatment of
life-threatening diseases using two technology platforms: NEUGENE antisense
drugs and cancer immunotherapy. AVI's lead NEUGENE antisense compound is
designed to target cancer, cardiovascular restenosis, polycystic kidney disease
and other cell proliferation disorders. In addition to targeting specific genes
in the body, AVI's antiviral program uses NEUGENE antisense compounds to target
single-stranded RNA viruses, including West Nile Virus, SARS coronavirus,
calicivirus, and Hepatitis C. AVI's lead cancer agent, AVICINE, is a therapeutic
cancer vaccine currently in late stage colorectal and pancreatic cancer. More
information about AVI is available on the company's Web site at www.avibio.com.
ABOUT EXEGENICS
EXEGENICS Inc. (Nasdaq: EXEG), is no longer actively conducting research, but
has historically been engaged in the discovery and development of drugs for
treatment of cancers and drug-resistant bacterial diseases. For more
information, please visit www.exegenicsinc.com.
# # #
WHERE TO FIND ADDITIONAL INFORMATION ABOUT THE TRANSACTION
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell eXegenics shares. AVI will file with the Securities and Exchange
Commission (the "SEC") a registration statement on Form S-4 and Schedule TO, and
eXegenics will file with the SEC a solicitation/recommendation statement on
Schedule 14D-9 with respect to the exchange offer. AVI and eXegenics expect to
mail a prospectus of AVI and related exchange offer materials as well as the
Schedule 14D-9 to stockholders of eXegenics. Investors and security holders of
eXegenics are urged to read carefully these documents when they become available
because they will contain important information about AVI, eXegenics and the
proposed transaction. In addition to the registration statement, the Schedule
TO, the prospectus and the Schedule 14D-9, each of AVI and eXegenics file
annual, quarterly and special reports, proxy statements and other information
with the SEC. The exchange offer materials (when they become available), and any
other document filed by AVI or eXegenics with the SEC, may be obtained free of
charge at the SEC's website at www.sec.gov. A free copy of the exchange offer
materials (when they become available), and any other document filed by AVI or
eXegenics with the SEC, may also be obtained from AVI or eXegenics. In addition,
investors and security holders may obtain copies of the documents filed with the
SEC by eXegenics on eXegenics' website at www.exegenicsinc.com. Investors and
security holders may obtain copies of the documents filed with the SEC by AVI on
AVI's website at www.avibio.com.
SAFE HARBOR
This press release contains forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995, that are subject to risks,
uncertainties and other factors that could cause actual results to differ
materially from those referred to in the forward-looking
statements. These risks include the risk to both companies that the acquisition
of eXegenics by AVI contemplated in the definitive merger agreement will not be
consummated. In addition, statements in this press release relating to the
expected benefits of the contemplated acquisition are subject to the risk that
these benefits will not be realized, and the general risks associated with the
respective businesses of eXegenics and AVI as described in the reports and other
documents filed by each of them with the SEC. The reader is cautioned not to
rely on these forward-looking statements. All forward-looking statements are
based on information currently available to AVI and eXegenics, and neither AVI
nor eXegenics assumes any obligation to update any forward-looking statement or
other statement included in this press release.