dfan14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Soliciting Material Pursuant to Sec. 240.14a-12 |
SGX Pharmaceuticals, Inc.
(Name of Registrant as Specified in Its Charter)
Eli Lilly and Company
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Eli Lilly and Company
Lilly Corporate Center
Indianapolis, Indiana 46285
U.S.A.
www.lilly.com
Date: August 4, 2008
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For Release:
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Immediately |
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Refer to:
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(317) 276-5795 Mark E. Taylor |
Lilly Reaffirms Purchase Offer for SGX Pharmaceuticals
Company Reiterates $3.00 per Share Proposal is Best and Final Offer
Indianapolis, IN Eli Lilly and Company (NYSE: LLY) today reaffirmed that its $3.00 per share
purchase offer for SGX Pharmaceutical, Inc. (NASDAQ: SGXP) represents its best and final offer for
the San Diego-based biotechnology company. On July 8, 2008, the two companies announced the signing
of a definitive merger agreement, whereby Lilly will acquire all of the outstanding shares of SGX
common stock at a price of $3.00 per share, for a total purchase price of approximately $64.0
million.
In support of the transaction, Lilly refers SGX stockholders to the definitive proxy statement that
SGX filed on July 21, 2008. That definitive proxy statement includes the reasons why the board of
directors of SGX voted unanimously to approve the merger agreement and to recommend that its
stockholders approve the transaction. The background to the merger section of the definitive proxy
statement describes the process SGX undertook to explore strategic alternatives and solicit
indications of interest. As a result of these reasons, certain SGX stockholders (including certain
executive officers, directors and a significant outside shareholder) who beneficially own in the
aggregate, approximately 26 percent of the outstanding shares of SGX common stock, entered into a
voting agreement with Lilly to vote in favor of the merger.
We believe that the $3.00 per share purchase price represents full and fair value, and provides a
very attractive premium for SGX stockholders, commented Gino Santini, Lilly senior vice president
of corporate strategy and business development. Lilly will not increase its offer price, and we
are confirming that the $3.00 per share price for SGX is our best and final offer. Santini noted
that the $3.00 per share price represents a sizable premium versus SGXs recent stock price
performance, including a 119 percent premium to the stocks closing price immediately prior to the
announcement on July 8, 2008, and a 108 percent premium over the SGX average closing price for the
one month prior to the announcement. Lilly and SGX fully intend to take this proposal to a
stockholder vote at the $3.00 per share offer price, Santini concluded.
About Eli Lilly and Company
Lilly, a leading innovation-driven corporation, is developing a growing portfolio of first-in-class
and best-in-class pharmaceutical products by applying the latest research from its own worldwide
laboratories and from collaborations with eminent scientific organizations. Headquartered in
Indianapolis, Ind., Lilly provides answers through medicines and information for some of the
worlds most urgent medical needs. Additional information about Lilly is available at
www.lilly.com. C-LLY
This news release contains forward-looking statements that are based on current expectations,
forecasts and assumptions and are subject to known and unknown risks and uncertainties that may
cause actual future experience and results to differ materially from the statements made. There
can be no guarantee that the proposed merger transaction will be approved by SGXs shareholders,
that it will receive Hart-Scott-Rodino approval, that the other conditions to closing will be met
or that any of the potential benefits of the merger will be realized. Other factors that might
cause such a difference include, among others, the initiation and completion of clinical trials,
the FDA and other foreign review processes and other governmental regulation, Lillys and SGXs
abilities to successfully develop and commercialize drug candidates, competition from other
pharmaceutical companies, the ability to effectively market products, and other risks and
uncertainties described in Lillys and SGXs filings with the Securities and Exchange Commission.
Lilly and SGX undertake no duty to update forward looking statements. SGX and Lilly disclaim any
intention or obligation to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by law.
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