SGX - Lilly Merger Offer Receives Positive Opinions From Proxy Advisory Firms
14 August 2008 - 9:00AM
PR Newswire (US)
SAN DIEGO, Aug. 13 /PRNewswire-FirstCall/ -- SGX Pharmaceuticals,
Inc. (NASDAQ:SGXP) today announced that Glass Lewis & Co. and
Institutional Shareholder Services (ISS), two leading proxy
advisory firms, have recommended that SGX stockholders vote "FOR"
the merger agreement with Eli Lilly and Company (NYSE:LLY) at the
SGX Special Stockholders Meeting scheduled at 9 am California Time
for August 20, 2008. The Board of Directors of SGX unanimously
recommends that the SGX stockholders vote "FOR" the approval and
adoption of the agreement and plan of merger and the approval of
the merger and related transactions as described in the definitive
proxy statement that SGX filed on July 21, 2008. SGX encourages all
stockholders to vote their shares and to contact Georgeson Inc.,
SGX's proxy solicitation firm, toll tree at 877-278-6774 if they
have any questions or need any assistance in voting their shares.
In addition, the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 applicable to the proposed
merger expired on August 11, 2008. The completion of the proposed
merger continues to be subject to the satisfaction or waiver of a
number of closing conditions, including, among others, (1) adoption
of the agreement and plan of merger ("Merger Agreement") by the
holders of a majority of SGX's outstanding common stock, (2)
subject to certain exceptions, the absence of any material adverse
effect on SGX from and after the date of the Merger Agreement, (3)
the absence of any legal prohibitions on the closing of the merger
and (4) subject to certain exceptions, the continued accuracy of
SGX's representations and warranties as of the effective time of
the merger. Additional Information 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 SEC's website at
http://www.sec.gov/. In addition, investors and stockholders may
obtain free copies of the documents filed with the SEC by going to
SGX's Investor Relations page on its corporate website at
http://www.sgxpharma.com/ or by directing a written request to SGX
at 10505 Roselle Street, San Diego, California 92121 -- Attention:
Corporate Secretary. About SGX Pharmaceuticals SGX Pharmaceuticals,
Inc. is a biotechnology company focused on the discovery,
development and commercialization of novel, targeted therapeutics
directed at addressing unmet medical needs in oncology. Our drug
development programs target the MET receptor tyrosine kinase, an
enzyme implicated in a broad array of cancers, and the BCR-ABL
tyrosine kinase enzyme for the treatment of Chronic Myelogenous
Leukemia, or CML. Our drug discovery activities are focused on a
portfolio of other protein and enzyme targets that have been
implicated in human cancers, including JAK2, RON, ALK, RAS and
IKKe. More information on the pipeline and drug discovery platform
can be found at http://www.sgxpharma.com/ and in the Company's
various filings with the Securities and Exchange Commission.
Forward Looking Statements Statements in this press release that
are not strictly historical in nature are forward-looking
statements. These statements include, but are not limited to,
statements related to research and development programs, the
proposed merger transaction, including whether the merger
transaction will be approved by SGX's stockholders, whether the
other conditions to closing of the proposed transaction will be met
and if any of the potential benefits of the proposed merger will be
realized, the potential of the Company's inhibitors as treatments
for certain cancers, and the ability to discover, develop, build a
pipeline of and commercialize cancer therapeutics. These statements
are only predictions based on current information and expectations
and involve a number of risks and uncertainties. Actual events or
results may differ materially from those projected in any of such
statements due to various factors, including the risks and
uncertainties inherent in drug discovery, development and
commercialization, which include, without limitation, the potential
failure of development candidates to advance through preclinical
studies or demonstrate safety and efficacy in clinical testing. The
results of early preclinical studies or clinical trials may not be
predictive of future results, and the Company cannot provide any
assurances that any of its compounds or development candidates will
have favorable results in preclinical studies or future clinical
trials. In addition, results may be affected by the failure to
enter into new collaborations on any of its research and
development programs in the event that the merger transaction is
not consummated, competition from other biotechnology and
pharmaceutical companies, its effectiveness at managing its
financial resources, the scope and validity of patent protection
for its products, and its ability to obtain additional funding to
support its operations. For a discussion of these and other
factors, please refer to the risk factors described in the
Company's annual report on Form 10-K for the year ended December
31, 2007 and the Company's most recent quarterly report on Form
10-Q as well as subsequent filings with the Securities and Exchange
Commission. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
This caution is made under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. All
forward-looking statements are qualified in their entirety by this
cautionary statement and SGX undertakes no obligation to revise or
update this press release to reflect events or circumstances after
the date hereof. DATASOURCE: SGX Pharmaceuticals, Inc. CONTACT:
Bonnie Feldman, Sr. Director, Investor Relations, +1-858-344-8860,
or Todd Myers, Chief Financial Officer, +1-858-558-4850, both of
SGX Pharmaceuticals, Inc. Web site: http://www.sgxpharma.com/
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