[LOGO] Agritope, Inc. 16160 SW Upper Boones Ferry Rd. Portland, Oregon
97224-7744 503.670.7702 Fax: 503.670.7703
AGRITOPE SETS DATE FOR STOCKHOLDERS' MEETING TO VOTE ON MERGER WITH EXELIXIS
Portland, Oregon, November 3, 2000- Agritope, Inc. (Nasdaq: AGTO) has set
December 8, 2000 as the date for a meeting at which stockholders will vote on a
proposal to merge the company with Exelixis, Inc. (Nasdaq: EXEL). The meeting
will be held Friday, December 8, 2000 at 9:00 a.m., local time, at the Embassy
Suites Hotel, located at 9000 SW Washington Square Road, Tigard, Oregon 97223.
Stockholders of record as of October 24, 2000 will be eligible to vote at the
meeting. The proxy statement will first be mailed on November 3, 2000.
If the merger is completed, each outstanding share of Agritope common stock
and Series A preferred stock will be converted into the right to receive a
fraction of a share of Exelixis common stock. The fractional share amount will
be calculated by dividing $14.00 by the average closing price of Exelixis common
stock for the 20 trading days ending on, and including, the fifth trading day
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 capital stock. Immediately after the merger,
former stockholders of Agritope will own approximately 4% of the outstanding
shares of Exelixis common stock, and persons who were stockholders of Exelixis
immediately before the merger will own approximately 96% of the outstanding
shares of Exelixis common stock.
The Agritope board of directors has concluded that the proposal to adopt the
merger agreement is advisable and in the best interests of Agritope and its
stockholders and has approved and adopted the merger and the merger agreement.
Therefore, the Agritope board of directors has recommended that the Agritope
stockholders vote in favor of approval of the merger agreement and the
transactions contemplated by the merger agreement.
The prospectus/proxy statement provides stockholders with information about
Exelixis, Agritope and the proposed merger. In addition, you may obtain other
information about Exelixis and Agritope from documents filed with the Securities
and Exchange Commission. Investors and security holders are advised to read the
proxy statement/prospectus carefully 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
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documents may also be obtained from Exelixis or Agritope by directing such
requests to the companies.
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AGRITOPE MERGER/2
SOLICITATION OF PROXIES; INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION
Agritope, Exelixis, their respective officers, 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 is
included in the proxy statement/prospectus.
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% 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.
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 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.
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FOR FURTHER INFORMATION, PLEASE CONTACT
MATT KRAMER OF AGRITOPE AT (503) 670-7702 OR EMAIL: [email protected]
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OR
ANGELA BITTING OF EXELIXIS, INC. (650) 837-7579 [email protected]
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