UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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EXEGENICS INC.
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(Name of Registrant as Specified In Its Charter)
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(eXEGENICS LOGO)
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: WaLisa M. Davenport
eXEGENICS Inc.
(214) 358-2000
E. Blair Clark (Investors)
Burns McClellan
(212) 213-0006
William Fiske (Information Agent)
Georgeson Shareholder Communications Inc.
Banks and Brokers: (212) 440-9800
All Others Call Toll-Free: (800) 964-0733
eXEGENICS RECEIVES NOTICE OF TERMINATION OF
AVI BIOPHARMA EXCHANGE OFFER AND PROVIDES UPDATE
Dallas, September 4, 2003-- On September 2, 2003, eXEGENICS Inc.
(Nasdaq: EXEG) received notice that AVI BioPharma had terminated the Agreement
and Plan of Merger with eXEGENICS. The termination of the Agreement and Plan of
Merger also served to terminate AVI's previously announced exchange offer for
all shares of capital stock of eXEGENICS. The initial offer period, as extended,
expired at midnight, Aug. 29, 2003.
Ronald L. Goode, President and Chief Executive Officer of eXEGENICS
said, "The AVI transaction was the result of a comprehensive search to find a
merger partner that would leverage our remaining assets and offer eXEGENICS
stockholders broader opportunities to grow their investment. AVI had offered
eXEGENICS stockholders the equivalent of approximately $.65 per share for common
stock and approximately $.97 per share for preferred stock, based on the closing
price of AVI common stock on August 29, 2003. The transaction would have given
stockholders the option to exchange eXEGENICS shares for the stock of a company
with a far more advanced product development portfolio and better recognition in
the investment community."
A second competing offer by Foundation Growth Investments remains open
to eXEGENICS stockholders. The offer period has been extended three times. The
offer is highly conditional. Foundation is offering to purchase both eXEGENICS
common and preferred stock for $.60 per share.
A third group, including Bruce Meyers, one of eXEGENICS' founding
investors, has filed proxy materials to solicit consents from eXEGENICS
stockholder to remove all of the members of eXEGENICS' Board of Directors and to
elect a new slate of directors.
At a meeting held on September 2, the Board of Directors of eXEGENICS
set a record date in response to the Meyers group's request in connection with
the consent solicitation. In accordance with eXEGENICS' bylaws and applicable
law, the Board has set September 5, 2003 as the record date.
The Board of Directors of eXEGENICS is, and has always been, committed
to increasing value for eXEGENICS' stockholders. In light of this goal,
eXEGENICS' management, Board of Directors and professional advisors will
evaluate the Meyers group's consent solicitation materials, as well as other
strategic alternatives, and the Board will advise eXEGENICS' stockholders of its
response in the coming days. In the interim, eXEGENICS respectfully requests
that its stockholders defer making any determination with respect to the consent
solicitation until they have been advised of eXEGENICS' position.
SAFE HARBOR
This release contains forward-looking statements. The words "believe,"
"expect," "intend", "anticipate," variations of such words, and similar
expressions identify forward-looking statements, but their absence does not mean
that the statement is not forward-looking. These statements are subject to
certain risks, uncertainties and assumptions that are difficult to predict.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this release. eXEGENICS
undertakes no obligation to update any forward-looking statement to reflect new
information, events or circumstances after the date of this release or to
reflect the occurrence of unanticipated events.