Filed by Exelixis, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed filed under Rule 14d-2 of the Securities Exchange Act of 1934
Subject Company: Genomica Corporation
Commission File No.: 000-31637
SOURCE: EXELIXIS, INC.
Wednesday January 2, 2002
Press Release
Contact:
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Exelixis, Inc.
Glen Sato
Chief Financial Officer
(650) 837-7565
EXELIXIS ANNOUNCES CLOSING OF GENOMICA EXCHANGE OFFER
- Genomica Stockholders Tender in Excess of 90% of Shares Outstanding as of
December 28, 2001 -
SOUTH SAN FRANCISCO, CA - January 2, 2002 -- Exelixis, Inc. (Nasdaq: EXEL) today
announced the closing of the exchange offer for shares of Genomica Corporation
(Nasdaq: GNOM). The final exchange ratio of shares of Genomica common stock
will result in conversion of each share of Genomica common stock into 0.28309
shares of Exelixis common stock. The exchange offer expired as scheduled at
midnight on December 28, 2001.
Based on information provided by the exchange agent for the Exelixis exchange
offer, approximately 23,026,086 shares of Genomica common stock were validly
tendered during the offering period, including 8,748,708 shares that were
subject to notices of guaranteed delivery. This total represents approximately
94.41% of the total outstanding shares of Genomica common stock.
Before the end of January 2002, Exelixis expects to initiate a merger in which
Exelixis will acquire, at the same 0.28309 exchange ratio, the remaining shares
of Genomica common stock not previously acquired in the exchange offer.
Exelixis expects to complete the merger before the end of February 2002. A
total of approximately 6,904,452 shares of Exelixis common stock will be issued
for all of the outstanding shares of Genomica. Following the filing of the
certificate of merger, Genomica will continue to exist as a wholly owned
subsidiary of Exelixis.
The final exchange ratio of Exelixis common stock for outstanding shares of
Genomica common stock was determined by the following formula: (a) $110 million
divided by 24,460,254 (which represents the sum of the number of shares of
Genomica common stock and preferred stock outstanding plus the number of shares
of Genomica common stock issuable upon the exercise of all outstanding stock
options and warrants with a per share exercise price of $5.00 or less) divided
by (b) $15.88556 (which was the average closing sales price of Exelixis common
stock on the Nasdaq National Market for the 18 trading-day period ending
December 26, 2001).
ABOUT EXELIXIS
Exelixis, Inc. is a leading worldwide genomics-based drug discovery company
focused on product development through its expertise in comparative genomics and
model system genetics. An outstanding team of company scientists has developed
multiple fungal, nematode, insect, plant and vertebrate genetic systems.
Exelixis' proprietary model systems and comparative genomics technologies
address gene function by using biologically relevant functional genomics
information very early on in the process to rapidly, efficiently and
cost-effectively translate sequence data to knowledge about the function of
genes and the proteins that they encode. The company has a significant internal
cancer discovery and drug development program, through which a number of
compounds are expected to complete screening by the end of the year. Exelixis
believes that its technology is broadly applicable to all life science
industries, including pharmaceutical, diagnostic, agricultural biotechnology and
animal health and the company has active collaborations with Aventis
CropScience, Bayer, Bristol-Myers Squibb, Elan Pharmaceuticals, Pharmacia,
Protein Design Labs, Scios and Dow AgroSciences, and is building its internal
development program in the area of oncology. For more information, please visit
the Exelixis' web site at http://www.Exelixis.com/.
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ADDITIONAL INFORMATION
Genomica stockholders who did not tender their shares in the exchange offer are
urged to carefully read the Preliminary Prospectus and the
Solicitation/Recommendation statement previously filed with the SEC and any and
all amendments thereto.
The information provided in this press release contains forward-looking
statements regarding Exelixis' proposed acquisition of Genomica that involve
risks and uncertainties, including statements regarding the timing of the
transaction and the delivery of shares for which notice of guaranteed delivery
has been received. Actual results may not be realized, or may vary materially
from results that may be discussed in these forward-looking statements. Factors
that may affect actual results include the risks inherent in completing the
acquisition of Genomica on a timely basis, if at all, and the other risks
detailed from time to time in its periodic reports filed with the Securities
and Exchange Commission, including but not limited to Exelixis' report on Form
10-K for the fiscal year ended December 31, 2000 and its other reports filed
with the SEC from time to time. The information in this press release is
current as of its release date. Exelixis assumes no responsibility to update
the information.
Exelixis and the Exelixis logo are registered U.S. trademarks of Exelixis, Inc.