Lilly to Acquire SGX Pharmaceuticals
09 7월 2008 - 6:33AM
PR Newswire (US)
Deal Expands Lilly's Structure-Based Drug Discovery Capabilities
INDIANAPOLIS, and SAN DIEGO, July 8 /PRNewswire-FirstCall/ -- Eli
Lilly and Company (NYSE:LLY) and SGX Pharmaceuticals, Inc.
(NASDAQ:SGXP) today announced that the companies have signed a
definitive merger agreement providing for the acquisition of SGX in
an all-cash transaction. SGX, based in San Diego, California, is a
biotechnology company focused on drug discovery and development in
the area of oncology. Under the terms of the agreement, 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. The acquisition will allow Lilly to
integrate SGX's structure-guided drug discovery platform into its
drug discovery efforts. It will also give Lilly access to FAST(TM),
SGX's fragment-based, protein structure guided drug discovery
technology, and to a portfolio of pre-clinical oncology compounds
focused on a number of high-value kinase targets. Since entering
into an initial collaboration in 2003, Lilly has partnered with SGX
to determine 3-dimensional structures of key Lilly drug targets
utilizing SGX's proprietary x-ray crystallography technology. The
ongoing collaboration also provides Lilly with access to the SGX
synchrotron beamline facility, SGX-CAT, which is a state-of-the-art
synchrotron facility enabling X-ray crystallography and protein
structure determination built by SGX at the Advanced Photon Source
(APS) located at the Department of Energy's Argonne National
Laboratory in Chicago, IL. "After a successful collaboration over
the past several years, we are excited to bring the scientific and
technological expertise of SGX into Lilly's research organization,
while at the same time expanding our presence in the San Diego
area," commented Steven M. Paul, M.D., executive vice president,
science and technology for Lilly. "We will leverage the combined
resources of both companies to strengthen our structural biology
capabilities and seek out innovative therapies for patients." "We
believe that this merger provides an excellent opportunity for the
potential of SGX's platform and pipeline to be realized, while
simultaneously providing our shareholders with attractive financial
terms," said Mike Grey, CEO of SGX Pharmaceuticals. "As we have
evolved from a platform technology organization to a drug discovery
company, we believe that this transaction represents a timely
opportunity to place our programs and technology assets in the
hands of a world-class company with the experience and resources to
advance innovative treatments for patients." The board of directors
of SGX voted unanimously to approve the merger agreement and to
recommend that its shareholders approve the transaction. The
transaction is expected to close in the second half of 2008.
Closing is contingent upon approval by SGX shareholders, clearance
under the Hart-Scott-Rodino Antitrust Improvements Act and certain
other closing conditions. Upon the closing of the transaction,
Lilly will incur a one-time charge to earnings for acquired
in-process research and development, but it is premature to
estimate what that charge will be. SGX Conference Call and Webcast
Today SGX will hold a conference call at 2:00 p.m. Pacific Time
today, to discuss the planned acquisition of SGX by Lilly.
Interested participants and investors may access the teleconference
call by dialing 866-202-3109 (U.S./Canada) or 617-213-8844
(international), participant code 57202140. A telephonic replay
will be available for seven days following the call. Access numbers
for this replay are 888-286-8010 (U.S./Canada) and 617-801 6888
(international), participant code 98547622. A live webcast will be
available under the investor relations section of SGX's website at
http://www.sgxpharma.com/. Replays of the webcast will be available
for 30 days following the event. Please contact SGX's website
several minutes prior to the start of the broadcast to ensure
adequate time for any software download that may be necessary.
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. Its 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. Its 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 SGX's various filings with the
Securities and Exchange Commission. 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 world's most urgent medical needs. Additional
information about Lilly is available at http://www.lilly.com/.
C-LLY Additional Information SGX intends to file with the
Securities and Exchange Commission a preliminary proxy statement
and a definitive proxy statement and other relevant materials in
connection with the merger. The definitive proxy statement will be
sent or given to the stockholders of SGX. 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 when they
become available because they will contain important information
about the merger. The proxy statement and other relevant materials
(when they become available), 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:
W. Todd Myers. Participants in the Solicitation 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 will be contained in the proxy
statement that SGX intends to file with the SEC. 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 SGX's 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, Lilly's and SGX's 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
Lilly's and SGX's 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. (Logo:
http://www.newscom.com/cgi-bin/prnh/20031219/LLYLOGO )
http://www.newscom.com/cgi-bin/prnh/20031219/LLYLOGO
http://photoarchive.ap.org/ DATASOURCE: Eli Lilly and Company
CONTACT: Mark E. Taylor of Eli Lilly and Company, +1-317-276-5795;
or Todd Myers, CFO of SGX Pharmaceuticals, Inc., +1-858-228-1565
Copyright
Sgx Pharmaceuticals (MM) (NASDAQ:SGXP)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Sgx Pharmaceuticals (MM) (NASDAQ:SGXP)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024