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Filed by Exelixis, Inc. Pursuant to Rule 425 under the
Securities Act of 1933 and Deemed filed pursuant to
Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Exelixis, Inc. Commission File No: 0-30235
SOURCE: EXELIXIS, INC.
FRIDAY, DECEMBER 8, 2000
Press Release
Contact: Angela Bitting
Associate Director, Corporate Communications
Exelixis, Inc.
(650) 837-7579
[email protected]
EXELIXIS COMPLETES ACQUISITION OF AGRITOPE
SOUTH SAN FRANCISCO, Calif. - December 8, 2000 - Exelixis, Inc. (Nasdaq: EXEL)
today announced the completion of its acquisition of Portland, Oregon based
Agritope, an agricultural biotechnology company that develops improved plant
products and provides technology for the agricultural industry. Agritope will be
renamed Exelixis Plant Sciences, Inc. and will function as a wholly-owned
subsidiary of Exelixis, Inc.
The acquisition provides Exelixis with expertise in higher plant model
systems such as Micro-Tomato, Arabidopsis and grasses, as well as key
intellectual property and extensive experience in plant biology. This
proficiency, combined with Exelixis' superior programs in bioinformatics,
genomics and simple plant model system genetics programs, creates an
industry-leading plant genomics program.
"The technology and intellectual property base of the newly formed Exelixis
Plant Sciences will provide opportunities to establish additional funded
partnerships with major companies in numerous areas with large market
opportunities, including plant traits, industrial products, biopetroleums, and
agricultural chemicals," stated George A. Scangos, Ph.D., president and chief
executive officer of Exelixis, Inc. "We believe that we will be able to generate
substantial income through nearer-term agricultural programs, which in turn will
allow us to focus our internal research on our oncology development program."
In connection with the completion of the acquisition, the stockholders of
Agritope will receive approximately 1.7 million shares of Exelixis common
stock in exchange for all of the outstanding shares of Agritope Series A
preferred and common stock. Outstanding Agritope stock options and warrants
will be exercisable for shares of Exelixis common stock based on a final
exchange ratio of 0.35 of a share of Exelixis common stock for each share of
Agritope capital stock.
The acquisition will be accounted for as a purchase transaction. Exelixis'
financial statements for the period ending December 31, 2000 will include the
results for Agritope for December 2000. In addition, in the fourth quarter
and for 2000, Exelixis expects to record a one-time charge for acquired
in-process research and development of approximately $38
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million and approximately $0.5 million for amortization of goodwill and other
acquired intangible assets. The company expects to record goodwill and other
acquired intangible assets totaling $57 million, which will be amortized to
earnings over future periods. The final determination of the in-process research
and development charge and the goodwill and other acquired intangible assets to
be recorded are subject to the completion of a final valuation analysis to be
completed shortly following the closing.
Exelixis, Inc. is a leading life sciences biotechnology company focused on
product 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.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
Investors and stockholders of Exelixis have been advised to read the
prospectus/proxy statement regarding the business combination transaction
referred to above because it contains important information. Agritope and
Exelixis have mailed the prospectus/proxy statement about the transaction to
the Agritope stockholders. This prospectus/proxy statement has been filed
with the Securities and Exchange Commission (the "SEC"). Investors and
security holders may obtain a free copy of the prospectus/proxy statement and
other documents filed by the companies at the SEC's web site at
http://www.sec.gov. The prospectus/proxy statement 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
prospectus/proxy statement, Exelixis and Agritope each file annual, quarterly
and special reports, proxy statements, registration statements and other
information with the SEC. 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 prospectus/proxy statement.
FORWARD LOOKING STATEMENTS
The forward looking statements contained in this press release involve risks
and uncertainties that may affect our business, as more fully discussed in
the "Risk Factors" section of our filings with the SEC. These risks and
uncertainties include, but are not limited to, our ability to successfully
integrate the employees, research and operations of Agritope, generate
additional revenues by entering into new collaborations or expanding existing
collaborations, protect the acquired intellectual property and successfully
continue the development of existing research programs and realize commercial
value from those efforts.
Exelixis and the Exelixis logo are registered U.S. trademarks.
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