Sgx Pharmaceuticals, Inc. - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
08 August 2008 - 6:54AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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SGX Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
SGX Pharmaceuticals, Inc. (SGX) filed a definitive proxy statement with the Securities and
Exchange Commission on July 21, 2008 with respect to the proposed merger transaction with Eli Lilly
and Company. Before making any voting or investment decision with respect to the merger, investors
and stockholders of SGX are urged to read the proxy statement and the other relevant materials
carefully in their entirety because they contain important information about the merger. The proxy
statement and other relevant materials, and any other documents filed by SGX with the SEC, may be
obtained free of charge at the SECs website at www.sec.gov. In addition, investors and
stockholders may obtain free copies of the documents filed with the SEC by going to SGXs Investor
Relations page on its corporate website at www.sgxpharma.com or by directing a written request to
SGX at 10505 Roselle Street, San Diego, California 92121 Attention: W. Todd Myers.
SGX and its directors and executive officers may be deemed to be participants in the solicitation
of proxies from SGX stockholders in connection with the merger. Certain directors and executive
officers of SGX may have direct or indirect interests in the merger due to, among other things,
securities holdings, pre-existing or future indemnification arrangements, vesting of equity awards,
or rights to severance payments in connection with the merger. Additional information regarding the
directors and executive officers of SGX and their interests in the merger is contained in the
definitive proxy statement that SGX filed with the SEC.
FORWARD LOOKING STATEMENTS
Certain statements contained in this letter are forward-looking statements, including express or
implied statements regarding the effects on SGX if the merger is not completed. Because these
statements are subject to risks and uncertainties, actual results may differ materially from those
expressed or implied by such forward-looking statements. Specifically, factors that could cause
actual results to differ materially from those expressed or implied by such forward-looking
statements include, but are not limited to: the amount of the costs, fees, expenses and charges
related to the merger; the amount of SGXs projected operating requirements through the second
quarter of 2009; the ability of SGX to reduce its cash expenditures; the ability of SGX to generate
revenue from existing collaborations, commercial agreements and grants; the ability of SGX to enter
into partnering or financing activities or other strategic opportunities, to finance its
operations; and the likelihood of SGX receiving alternative merger proposals. SGX assumes no
obligation to update any forward-looking statements as a result of new information or future events
or developments, except as required by law and the statements contained in the letter are current
as of the date hereof only.
REMINDER YOUR VOTE IS VERY IMPORTANT
Dear Stockholder:
We recently sent you very important proxy material in connection with the Special Meeting of
Stockholders of SGX Pharmaceuticals, Inc. to be held August 20, 2008 to adopt the merger agreement
under which SGX would be acquired by Eli Lilly and Company (Lilly). In order for you to receive
the merger consideration of $3.00 per share in cash, we need a majority of all outstanding shares
of our common stock to be voted FOR the adoption of the merger agreement. According to our
latest records, your vote has not yet been received.
Time is short please vote your proxy
today
! Your vote is important regardless of the number of
shares you own. If you have any questions about how to vote or need an additional copy of the
proxy statement or your proxy card, please call our proxy solicitor, Georgeson Inc. toll free at
877-278-6774
.
Even if you plan to attend the meeting, please vote your shares now so that your vote can be
counted without delay.
Remember, your broker cannot vote your shares unless you instruct him or
her to do so.
Reasons for the Merger
:
Your vote is important to us and we need your support.
A failure to cast any vote on the proposal
to adopt the merger agreement will have the same effect as a vote AGAINST the proposal to adopt
the merger agreement.
After careful consideration (as described in the proxy statement dated July
21, 2008), your board of directors has unanimously
recommended that SGX shareholders vote FOR the
adoption of the merger agreement and FOR the proposal to adjourn the special meeting, if
necessary or appropriate, to solicit additional proxies for the adoption of the merger agreement.
The merger proposal was arrived at after a competitive process conducted by us and our advisors to
solicit indications of interest and evaluate our strategic alternatives. After a rigorous review,
your board of directors strongly believes that the proposed merger is more favorable to our
stockholders than any other strategic alternative reasonably available to us, including remaining
as a stand-alone entity, and determined that the merger was advisable, fair to and in the best
interests of our stockholders.
Effects on SGX if the Merger Is Not Completed
:
If the merger agreement is not adopted by SGXs stockholders, you will not receive any payment for
your shares in connection with the merger. Instead, SGX will remain an independent public company.
If the merger is not consummated and SGX does not take any action to reduce its cash expenditures,
SGX estimates that its existing cash, cash equivalents and short term investments,
together with cash from existing collaborations, commercial agreements and grants, will not be
sufficient to meet its projected operating requirements through the second quarter of 2009. SGX
will need to raise substantial additional capital through partnering or financing activities or
other strategic opportunities, to finance its operations, and if this fails, could ultimately end
up with no alternative other than to liquidate or to seek protection under U.S. bankruptcy laws.
If the merger agreement is not adopted by SGXs stockholders, we cannot assure you that any other
transaction acceptable to us will be offered.
Changing your vote
:
You can change your vote any time before your proxy is voted at the special meeting. If you have
previously voted against or to abstain with respect to the adoption of the merger agreement, we
urge you to revoke your proxy and vote FOR the adoption of the merger agreement and FOR
approval of adjournment of the special meeting by calling Georgeson at 877-278-6774 between the
hours of 9:00 a.m. and 11:00 p.m. Eastern Time, Monday through Friday.
If you have any questions regarding the stockholder meeting or voting please contact Georgeson Inc.
at the number above.
Thank you in advance for your support and for acting promptly.
On behalf of your Board of Directors,
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/s/ Christopher S. Henney
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Christopher S. Henney
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Chairman of the Board of Directors
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If you have recently submitted your proxy in favor of the merger agreement,
please accept our thanks and disregard this request.
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