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PANAX PHARMACEUTICAL COMPANY LTD.
425 Park Avenue, 27th Floor
New York, New York 10022
(212) 319-8300
SUPPLEMENT TO PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
To be held on October 30, 1997
This Supplement to the Proxy Statement previously distributed with
respect to the Special Meeting of Shareholders of Panax Pharmaceutical Company
Ltd. (the "Company") to be held on Thursday, October 30, 1997 at 10:00 A.M.
(Eastern time) at the offices of the Company, 425 Park Avenue, 27th Floor, New
York, New York 10022 and any postponement or adjournment thereof is to advise
of the following:
On October 21, 1997 the Company agreed to a revision of the terms of
the proposed Financing, the consummation of which is one of the conditions to
the closing of the acquisitions of Sangen Pharmaceutical Company and CorBec
Pharmaceuticals Inc. See "Proposed Acquisitions - Proposed Financing". The
private offering has been revised to be the offering of a minimum of 8,000,000
shares and a maximum of 16,000,000 shares of Common Stock at an offering price
of $1.00 per share; the Placement Agents in addition to commissions and an
expense allowance are to receive five year warrants to purchase approximately
10% of the shares sold in the offering. The purchasers of the shares are to
receive rights to have their shares registered at the Company's expense under
the Securities Act of 1933, as amended.
As presently contemplated, consummation of the acquisitions and the
related Financing when combined with presently outstanding options and warrants
would require the issuance and reservation for issuance of approximately
17,800,000 to 27,200,000 shares of Common Stock in the aggregate, assuming the
minimum and maximum offering, respectively. Such amounts represent an increase
when compared to the 3,356,912 shares of Common Stock outstanding as of
June 30, 1997. No assurance can be given that the post-Financing will be
consummated, or, if consummated, that it
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will be consummated for the amounts or on terms materially consistent with the
revised terms and as a result that the number of shares required to be issued
and revised to consummate the Financing will not increase materially.
Sincerely,
Dr. Taffy J. Williams
Chairman of the Board, President
and Chief Executive Officer
Dated October 20, 1997
