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.
Tuesday December 18, 2001
Press Release
Contact:
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Exelixis, Inc. Genomica Corporation
Glen Sato Dan Hudspeth
Chief Financial Officer Chief Financial Officer
(650)837-7565 (720) 565-4030
EXELIXIS ADJUSTS INITIAL GENOMICA EXCHANGE OFFERING PERIOD DATE TO ACCOUNT FOR
FEDERAL HOLIDAY
- Initial Offering Period to Expire on December 28 and Exchange Ratio to be Set
as of December 26 -
SOUTH SAN FRANCISCO, CA -- December 18, 2001 -- Exelixis, Inc. (Nasdaq: EXEL)
and Genomica Corporation (Nasdaq: GNOM) announced today that due to an Executive
Order authorizing the closure of most federal agencies on December 24, 2001, the
initial offering period for the exchange offer made by Exelixis for shares of
common stock of Genomica will expire at 12:00 midnight, New York City time, on
Friday, December 28, 2001, rather than at 12:00 midnight on Thursday, December
27, 2001, as previously announced.
On December 5, 2001, President Bush issued an Executive Order providing for the
closing of all executive branch departments and agencies of the U.S. government
on December 24, 2001. As a result of this Executive Order, the rules and
provisions of the Securities Exchange Act of 1934 governing the conduct of the
Exelixis exchange offer require Exelixis to extend the initial offering period
for the exchange offer for Genomica stock by one day. In addition, the 18
trading-day period ending two trading days before the initial expiration of the
exchange offer that will be used to calculate the final exchange ratio will now
end on December 26, 2001, rather than on December 24, 2001. Exelixis will issue
a press release following the close of market on that date announcing the
exchange ratio and file that press release with the Securities and Exchange
Commission. Genomica stockholders can also call Exelixis' information agent,
Mellon Investor Services LLC, at any time toll free at (866) 323-8159 for the
average closing sales price for the preceding 18 trading days and the exchange
ratio that would be in effect based on that price.
Exelixis has filed an amendment with the SEC to its Registration Statement on
Form S-4 relating to shares of Exelixis common stock to be issued in the
exchange offer through Bluegreen Acquisition Sub, Inc., a wholly owned
subsidiary of Exelixis. Among the amendments to Exelixis' Registration
Statement are revisions to reflect the extension of the initial offering period
for the exchange offer by one day. Genomica stockholders are urged to carefully
read the Preliminary Prospectus and the Solicitation/Recommendation statement
previously filed with the SEC and any and all amendments thereto.
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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ABOUT GENOMICA
Genomica Corporation develops and markets software products and services that
enable pharmaceutical and biotechnology researchers to accelerate the drug
discovery and development process. Genomica's customers include leading
genomics-based research organizations such as AstraZeneca, GlaxoSmithKline,
Aventis and the National Cancer Institute. Genomica also has strategic
alliances with Applied Biosystems and Celera Genomics. For additional
information on Genomica, please visit its website, at http://www.Genomica.com.
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ADDITIONAL INFORMATION
The Genomica Corporation board of directors has unanimously recommended that
Genomica stockholders accept the exchange offer. The exchange ratio of Exelixis
common stock for outstanding shares of Genomica common stock will be determined
by the following formula: a number equal to the quotient obtained by dividing
the Genomica common stock value by the greater of (a) $13.30285 or (b) the
average closing sales price of Exelixis common stock on the Nasdaq National
Market during the 18 trading-day period ending two trading days before the
initial expiration of the exchange offer. The Genomica common stock value will
be determined by dividing $110 million by 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. The
exchange offer, if successful, will be followed by a merger in which Exelixis
will acquire, at the same exchange ratio, the remaining shares of Genomica
common stock not previously acquired in the exchange offer.
Exelixis has filed a Schedule TO and a Registration Statement on Form S-4, and
Genomica has filed a Solicitation/Recommendation Statement on Schedule 14D-9
with the Securities and Exchange Commission. A Preliminary Prospectus, the
Schedule 14D-9 and related tender offer materials were mailed to stockholders of
Genomica on November 29, 2001. These documents contain important information
about the transaction. Investors and security holders are urged to carefully
read these documents, and any and all amendments thereto. Investors and
security holders will be able to obtain free copies of these documents through
the website maintained by the U.S. Securities and Exchange Commission at
http://www.sec.gov. The Preliminary Prospectus and related other tender offer
documents may also be obtained for free from the parties.
In addition to the filings mentioned above, each of Exelixis and Genomica file
annual, quarterly and special reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy any reports,
statements or other information filed by Exelixis or Genomica at the SEC public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of
the Commission's other public reference rooms in New York, N.Y. and Chicago,
Ill. Please call the Securities and Exchange Commission at 800-SEC-0330 for
further information on the public reference rooms. Exelixis and Genomica's
respective filings with the Securities and Exchange Commission are also
available to the public from commercial document-retrieval services and at the
website maintained by the commission at http://www.sec.gov.
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