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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.
Thursday, November 29, 2001
Press Release
FOR IMMEDIATE 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 COMMENCEMENT OF EXELIXIS EXCHANGE OFFER
SOUTH SAN FRANCISCO, CA and BOULDER, CO -- November 29, 2001 --Exelixis, Inc.
(Nasdaq: EXEL) and Genomica Corporation (Nasdaq: GNOM) announced today that
Exelixis, through a wholly owned subsidiary, has commenced its previously
Announced exchange offer for shares of Genomica common stock.
Genomica's board of directors has unanimously recommended that Genomica
stockholders accept the exchange offer. The exchange ratio of Exelixis common
stock for outstanding shares of Genomica common stock will be determined by the
following formula: a number equal to the quotient obtained by dividing the
Genomica common stock value by the greater of (a) $13.30285 or (b) the average
closing sales price of Exelixis common stock on the Nasdaq National Market
during the 18 trading-day period ending two trading days before the initial
expiration of the exchange offer. The Genomica common stock value will be
determined by dividing $110 million by 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. 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.
Exelixis will issue a press release announcing the final exchange ratio and file
that press release with the Securities and Exchange Commission. The offer and
withdrawal rights are scheduled to expire at 12:00 midnight, New York City time,
on December 27, 2001, unless extended.
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 have been mailed to
stockholders of Genomica. These documents contain important information about
the transaction. Investors and security holders are urged to read these
documents carefully. 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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