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Filed by Agritope, Inc.
Pursuant to Rule 425 under the Securities Act of 1993 and
Deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Agritope, Inc. Commission File No: 0-23531
SOURCE: EXELIXIS, INC.
Thursday, September 07, 2000
Press Release
Contact: Angela Bitting
Exelixis, Inc.
Associate Director, Corporate Communications
(650) 837-7579
[email protected]
EXELIXIS TO ACQUIRE AGRITOPE
-- ACQUISITION ADDS KEY PLANT MODEL SYSTEMS, INTELLECTUAL PROPERTY AND
SUBSTANTIAL PLANT BIOLOGY CAPABILITIES --
SOUTH SAN FRANCISCO, Calif. -- September 7, 2000-- Exelixis, Inc. (Nasdaq: EXEL)
and Agritope, Inc. (NasdaqSC: AGTO) today announced that they have entered into
a definitive agreement for Exelixis to acquire Agritope, an agricultural
functional genomics and biotechnology company that develops improved plant
products and provides technology to the agricultural industry, in a
stock-for-stock transaction.
The acquisition of Agritope provides Exelixis with key intellectual property,
substantial additional technology including expertise in additional model
systems, and extensive experience in plant biology. Combined with Exelixis'
existing expertise in bioinformatics, genomics, and complementary plant model
systems, this program gives Exelixis a superior plant genomics program.
"Part of Exelixis stated strategy has been to build out our company in the areas
of plant biology and cancer. The economic opportunities that can be addressed
through sophisticated plant engineering are substantial. Agritope's technology
provides a perfect complement to the plant technology already in place at
Exelixis, and creates a plant genomics capability that has significant
advantages over other approaches," stated George A. Scangos, Ph.D., president
and chief executive officer of Exelixis, Inc. "We are confident that we will
significantly leverage this infrastructure and technology to
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create additional funded partnerships with major companies in several areas.
Additionally, the technology and intellectual property base will enable Exelixis
to establish and capture additional value through the commercialization of its
own programs.
"We are excited to be able to contribute our technology and intellectual
property to the already-substantial capabilities of Exelixis. By joining forces
with Exelixis, the premier model system genetics company, I believe we have the
opportunity to build a truly novel life sciences operation," said Adolph J.
Ferro, president and chief executive officer of Agritope, Inc. "Our technology
is highly complementary to that of Exelixis, and when combined I believe that we
have a technology and intellectual property base that is second to none."
Under the terms of the agreement, each outstanding share of Agritope common
stock and preferred stock would be converted into the right to receive a
fraction of a share of Exelixis common stock valued at $14. The fractional share
amount will be calculated by dividing $14 by the average closing price of
Exelixis common stock for a designated period prior to the closing of the
transaction, subject to the issuance of a minimum of 0.28 of a share and a
maximum of 0.35 of a share of Exelixis common stock for each outstanding share
of Agritope common stock and preferred stock. By way of illustration, at an
average closing price of $45 per share, Exelixis would issue approximately 1.5
million shares of its common stock (approximately $68 million), based on a 0.31
ratio in exchange for all currently outstanding common and preferred stock of
Agritope. In addition, all outstanding options and warrants to acquire Agritope
common stock or preferred stock will be exercisable for shares of Exelixis
common stock based on the final exchange ratio. The transaction is expected to
be completed prior to year-end 2000, subject to approval by Agritope's
stockholders, receipt of regulatory approvals and satisfaction or waiver of
other customary closing conditions.
Agritope is an Oregon-based agricultural functional genomics and biotechnology
company that develops improved plant products and provides technology to the
agricultural industry. Its fruit and vegetable division specializes in the
development of improved fruit, vegetable and flower varieties. Agrinomics LLC,
its 50 percent owned joint venture with Aventis CropScience (NYSE: AVE) conducts
a research, development and commercialization program in the field of plant
functional genomics. Vinifera, Inc., its majority owned subsidiary, offers
superior grapevine plants to the premium wine industry together with disease
testing and elimination services.
Exelixis, Inc. is a leading biotechnology company focused on the life sciences
industries and development through its expertise in comparative genomics and
model system genetics. These technologies provide a rapid, efficient and
cost-effective way to move from DNA sequence data to knowledge about the
function of genes and the proteins that they encode. The company's technology is
broadly applicable to all life science industries including pharmaceutical,
diagnostic, agricultural biotechnology and animal
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health. Exelixis has partnerships with Bayer, Pharmacia, Bristol-Myers Squibb
and Dow AgroSciences and is building its internal development program in the
area of oncology. For more information, please visit the company's web site at
www.exelixis.com.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Exelixis plans to file with the Securities and Exchange Commission a
Registration Statement on Form S-4 (including a proxy statement/prospectus), and
Agritope plans to file with the SEC a proxy statement, relating to the business
combination transaction referred to above. Exelixis and Agritope expect to mail
a proxy statement/prospectus about the transaction to the Agritope stockholders.
Investors and security holders are advised to carefully read the proxy
statement/prospectus, when it becomes available, because it will contain
important information about Exelixis, Agritope, the merger and related matters.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus and other documents filed by the companies at the SEC's web
site at http://www.sec.gov. The proxy statement/prospectus and such other
documents may also be obtained from Exelixis or Agritope by directing such
requests to the companies.
In addition to the registration statement and the proxy statement/prospectus,
Exelixis and Agritope each file annual, quarterly and special reports, proxy
statements, registration 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 Agritope at the SEC public reference rooms at
450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other
public reference rooms in New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
Agritope's and Exelixis' filings with the SEC are also available to the public
from commercial document-retrieval services and at the web site maintained by
the SEC at http://www.sec.gov.
SOLICITATION OF PROXIES; INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION
Agritope, Exelixis, their respective officers and directors and certain other
members of management or employees may be deemed to be participants in the
solicitation of proxies from stockholders of Agritope with respect to the
transactions contemplated by the merger agreement. A description of any
interests that Agritope's directors and executive officers have in the merger
will be available in the proxy statement/prospectus.
FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE CONTAINS "FORWARD-LOOKING" STATEMENTS. THERE ARE A NUMBER OF
IMPORTANT FACTORS THAT COULD CAUSE THE RESULTS OF EXELIXIS OR AGRITOPE TO DIFFER
MATERIALLY FROM THOSE INDICATED BY THESE FORWARD-LOOKING STATEMENTS, INCLUDING,
AMONG OTHERS, RISKS DETAILED FROM TIME TO TIME IN THE COMPANIES' RESPECTIVE SEC
REPORTS, INCLUDING EXELIXIS' FINAL PROSPECTUS FOR ITS INITIAL PUBLIC OFFERING
FILED ON APRIL 11, 2000, AS SUPPLEMENTED AS OF APRIL 25, 2000, EXELIXIS'
QUARTERLY REPORTS ON FORM 10-Q FOR ITS FISCAL QUARTERS ENDED MARCH 31, 2000 AND
JUNE 30, 2000 AND EXELIXIS' DEFINITIVE PROXY STATEMENT FOR ITS 2000 ANNUAL
MEETING OF STOCKHOLDERS AND AGRITOPE'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 1999, AGRITOPE'S
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QUARTERLY REPORTS ON FORM 10-Q FOR ITS FISCAL QUARTERS ENDED DECEMBER 31, 1999,
MARCH 31, 2000 AND JUNE 30, 2000 AND AGRITOPE'S DEFINITIVE PROXY STATEMENT FOR
ITS 2000 ANNUAL MEETING OF STOCKHOLDERS. ADDITIONAL FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, RISKS RELATING
TO THE CONSUMMATION OF THE ACQUISITION, INCLUDING THE RISK THAT REQUIRED
REGULATORY CLEARANCES OR STOCKHOLDER APPROVAL MIGHT NOT BE OBTAINED IN A TIMELY
MANNER, OR AT ALL. IN ADDITION, STATEMENTS IN THIS PRESS RELEASE RELATING TO THE
EXPECTED BENEFITS OF THE CONTEMPLATED ACQUISITION ARE SUBJECT TO RISKS RELATING
TO THE TIMING AND SUCCESSFUL INTEGRATION OF THE TECHNOLOGIES OF EXELIXIS AND
AGRITOPE, RETENTION OF KEY PERSONNEL, THE ABILITY TO MAINTAIN OR EXPAND EXISTING
AGRITOPE COLLABORATIVE AGREEMENTS, THE ABILITY TO IDENTIFY NOVEL TARGETS THROUGH
THE ACQUISITION, THE ABILITY TO ENTER INTO NEW COLLABORATIONS, UNANTICIPATED
EXPENDITURES, CHANGING RELATIONSHIPS WITH CUSTOMERS AND SUPPLIERS AND OTHER
FACTORS.
EXELIXIS AND THE EXELIXIS LOGO ARE REGISTERED U.S. TRADEMARKS.
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