Discovery Partners International Announces 4-to-1 Reverse Stock Split Effective Immediately Prior to the Closing of the Infinity
08 September 2006 - 11:30PM
PR Newswire (US)
SAN DIEGO, Sept. 8 /PRNewswire-FirstCall/ -- Discovery Partners
International, Inc. (NASDAQ:DPII) today announced that its board of
directors has approved a 4-to-1 reverse split of its common stock,
subject to approval of an amendment to Discovery Partners' charter
to effect the reverse split by Discovery Partners' stockholders at
the special stockholders' meeting to be held on September 12, 2006
related to Discovery Partners' merger with Infinity
Pharmaceuticals, Inc. As a result of the reverse stock split, and
assuming the merger is approved by the stockholders of Discovery
Partners and Infinity, immediately prior to the closing of the
merger with Infinity, every 4 shares of Discovery Partners common
stock will be combined into one share of Discovery Partners common
stock. The reverse stock split affects all Discovery Partners
common stock and stock options outstanding immediately prior to the
effective time of the reverse stock split. Fractional shares which
would have resulted from the reverse split will be paid in cash at
a value equal to the closing price of Discovery Partners common
stock on the date immediately preceding the effective time of the
split as reported on the NASDAQ Global Market. The reverse split
will reduce the number of shares of Discovery Partners common stock
outstanding from approximately 26 million to approximately 6.5
million prior to the issuance of any shares of Discovery Partners
common stock in connection with Discovery Partners' merger with
Infinity Pharmaceuticals, Inc. About Discovery Partners
International, Inc. Discovery Partners International, Inc. (DPI)
has entered into a merger agreement with Infinity pursuant to which
Infinity will merge with and into a wholly owned subsidiary of
Discovery Partners, with Infinity as the surviving corporation,
becoming a wholly owned subsidiary of Discovery Partners. In
connection with the merger, Discovery Partners recently completed
the sale of all of the stock of its operating subsidiaries and all
of its material operating assets pursuant to a stock and asset
purchase agreement with Galapagos NV. and Biofocus Inc., a
subsidiary of Galapagos NV. Discovery Partners' only remaining
material assets following that sale are its cash, cash equivalents
and short-term investments, its listing on the NASDAQ Global Market
and its merger agreement with Infinity. The terms of the Infinity
merger agreement and the stock and asset purchase agreement with
Galapagos and Biofocus, and the remaining assets of Discovery
Partners following the closing of the transactions described in
such agreements are contained in Discovery Partners' filings with
the Securities and Exchange Commission and are available on the
Company's web site at http://www.discoverypartners.com/. About
Infinity Pharmaceuticals, Inc. Infinity is an innovative cancer
drug discovery and development company that is seeking to leverage
its strength in small molecule drug technologies to discover,
develop, and deliver to patients first-in-class or best-in-class
medicines for the treatment of cancer and related conditions. For
more information on Infinity Pharmaceuticals, including a copy of
this release in the Media Room, please visit the company's web site
at http://www.ipi.com/. Additional Information about the Merger and
Where to Find It In connection with the proposed merger transaction
between Infinity and Discovery Partners, on August 7, 2006,
Discovery Partners filed with the Securities and Exchange
Commission an amended registration statement that contains a proxy
statement/prospectus, which registration statement has been
declared effective by the Securities and Exchange Commission.
Investors and securityholders of Discovery Partners and Infinity
are urged to read the proxy statement/prospectus (including any
amendments or supplements to the proxy statement/prospectus)
regarding the proposed transaction because it contains important
information about Discovery Partners, Infinity and the proposed
transaction. Discovery Partners' stockholders can obtain a free
copy of the proxy statement/prospectus, as well as other filings
containing information about Discovery Partners and Infinity,
without charge, at the SEC's Internet site (http://www.sec.gov/).
Copies of the proxy statement/prospectus can also be obtained,
without charge, by directing a request to Discovery Partners
International, Inc., 9640 Towne Centre Drive, San Diego, CA 92121,
Attention: Investor Relations, Telephone: (858) 455-8600.
Participants in the Solicitation Discovery Partners and its
directors and executive officers and Infinity and its directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Discovery Partners
in connection with the proposed transaction. Information regarding
the special interests of these directors and executive officers in
the merger transaction is included in the proxy
statement/prospectus referred to above. Additional information
regarding the directors and executive officers of Discovery
Partners is also included in Discovery Partners's proxy statement
for its 2006 Annual Meeting of Stockholders, which was filed with
the SEC on April 6, 2006. This document is available free of charge
at the SEC's web site (http://www.sec.gov/) and from Discovery
Partners's Investor Relations at the address listed above.
Forward-Looking Statements This release contains certain
forward-looking statements that involve risks and uncertainties
that could cause actual results to be materially different from
historical results or from any future results expressed or implied
by such forward-looking statements. Such forward-looking statements
include statements regarding the completion of the reverse stock
split and related matters and stockholder approval of matters
related to the merger with Infinity. Factors that may cause actual
results to differ materially include the risk that Discovery
Partners stockholders will not approve matters related to the
merger with Infinity and that Discovery Partners and Infinity may
not be able to complete the proposed merger. You are urged to
consider statements that include the words "may," "will," "would,"
"could," "should," "believes," "estimates," "projects,"
"potential," "expects," "plans," "anticipates," "intends,"
"continues," "forecast," "designed," "goal," or the negative of
those words or other comparable words to be uncertain and
forward-looking. There are a number of important factors that may
affect Discovery Partners' and Infinity's actual results, many of
which are beyond Discovery Partners' and Infinity's control and are
difficult to predict. These factors and others are more fully
discussed in Discovery Partners periodic reports and other filings
with the SEC, including without limitation the amended registration
statement on Form S-4 filed by Discovery Partners with the SEC on
August 7, 2006. Any forward-looking statements are made pursuant to
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, and, as
such, speak only as of the date made. Discovery Partners undertakes
no obligation to publicly update any forward- looking statements,
whether as a result of new information, future events or otherwise.
DATASOURCE: Discovery Partners International, Inc. CONTACT: Michael
C. Venuti, Ph.D., Acting Chief Executive Officer, +1-858-455-8600,
, or Craig Kussman, Chief Financial Officer, +1-858-228-4113, both
of Discovery Partners International, Inc. Web site:
http://www.ipi.com/ Web site: http://www.discoverypartners.com/
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