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.
Wednesday December 26, 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 AND GENOMICA ANNOUNCE EXCHANGE RATIO
- Each outstanding share of Genomica Common Stock Subject to Exchange for
0.28306 shares of Exelixis Common Stock -
SOUTH SAN FRANCISCO, CA -- December 26, 2001 -- Exelixis, Inc. (Nasdaq: EXEL)
and Genomica Corporation (Nasdaq: GNOM) announced today that the exchange ratio
of shares of Genomica common stock into shares of Exelixis common stock shall be
0.28306. 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. 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.
The exchange ratio of Exelixis common stock for outstanding shares of Genomica
common stock was determined by the following formula: (a) $110 million divided
by 24,463,141 (which represents 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) divided
by (b) $15.88556 (which is the average closing sales price of Exelixis common
stock on the Nasdaq National Market for the 18 trading-day period ending
December 26, 2001).
The Genomica Corporation board of directors has unanimously recommended that
Genomica stockholders accept the exchange offer. 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
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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