Exelixis, Inc to Acquire Genomica Corporation

Acquisition Strengthens Exelixis' Drug Discovery and Development Programs



Nov 19, 2001, 00:00 ET from Exelixis, Inc.

    SOUTH SAN FRANCISCO, Calif. and BOULDER, Colo., Nov. 19 /PRNewswire/ --
 Exelixis, Inc. (Nasdaq:   EXEL) and Genomica Corporation (Nasdaq:   GNOM) have
 signed a definitive agreement whereby Exelixis will acquire Genomica in a
 stock-for-stock transaction valued at $110 million.
     The transaction has been structured as an offer for 100% of Genomica's
 outstanding common stock to be followed by a merger of Genomica with a
 wholly-owned subsidiary of Exelixis.  Exelixis intends to commence the offer
 for all of Genomica's outstanding shares on or about November 27, 2001. Unless
 otherwise extended by Exelixis, the offer period will run for 20 business days
 and, subject to regulatory review, is expected to close on or about
 December 27, 2001.  The companies expect to complete the back-end merger
 during the first quarter of 2002.  The transaction has been unanimously
 approved by the Boards of Directors of both companies, and the directors,
 officers and certain affiliates of Genomica have agreed to tender their shares
 in the offer.
     "This acquisition should be an attractive opportunity for the stockholders
 of both companies," said George A. Scangos, Ph.D., president and chief
 executive officer of Exelixis. "We believe that Genomica's substantial cash
 and investments will significantly enhance our ability to move our drug
 discovery programs forward, and that their software will be an important tool
 to manage human data during the clinical development of our compounds."
     "The direct clinical application of Genomica's bioinformatics technology
 to Exelixis' drug discovery program is strategic and complementary," said
 Teresa W. Ayers, chief executive officer of Genomica. "We are confident that
 Exelixis' management team can achieve significant value for our stockholders."
     The transaction is expected to qualify as a "tax-free" reorganization for
 federal income tax purposes. The merger is subject to the satisfaction of
 customary closing conditions, including the offer for exchange of at least a
 majority of Genomica's outstanding shares, effectiveness of Exelixis'
 registration statement for the shares to be issued in the transaction, and the
 expiration or termination of the waiting periods under the Hart-Scott-Rodino
 Antitrust Improvements Act.
 
     Conference Call and Replay Information
     Exelixis and Genomica will hold a conference call today at 5:30 p.m. EST
 with investors and media to discuss this press release.  Interested parties
 can participate on the call by dialing 800-230-1059 in the United States, and
 612-288-0318 internationally. A replay of the call will be available today
 after 9:00 p.m. EST through November 30, 2001 at 800-475-6701 in the United
 States and 320-365-3844 internationally, followed by access code 613218.
 
     About Exelixis
     Exelixis, Inc. is a leading worldwide genomics-based drug discovery
 company focused on product development through its expertise in comparative
 genomics and model system genetics. An outstanding team of company scientists
 has developed multiple fungal, nematode, insect, plant and vertebrate genetic
 systems. Exelixis' proprietary model systems and comparative genomics
 technologies address gene function by using biologically relevant functional
 genomics information very early on in the process to rapidly, efficiently and
 cost-effectively translate sequence data to knowledge about the function of
 genes and the proteins that they encode. The company has a significant
 internal cancer discovery and drug development program, through which a number
 of compounds are expected to complete screening by the end of the year.
 Exelixis believes that its technology is broadly applicable to all life
 science industries, including pharmaceutical, diagnostic, agricultural
 biotechnology and animal health and the company has active collaborations with
 Aventis CropScience, Bayer, Bristol-Myers Squibb, Elan Pharmaceuticals,
 Pharmacia, Protein Design Labs, Scios 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 http://www.Exelixis.com .
 
     About Genomica
     Genomica Corporation develops and markets software products and services
 that enable pharmaceutical and biotechnology researchers to accelerate the
 drug discovery and development process.  Genomica's customers include leading
 genomics-based research organizations such as AstraZeneca, GlaxoSmithKline,
 Aventis, and the National Cancer Institute. Genomica also has strategic
 alliances with Applied Biosystems and Celera Genomics. At September 30, 2001,
 Genomica had cash, cash equivalents and investments totaling $110.8 million.
  
 
     The forward-looking statements contained in this press release involve
 risks and uncertainties that may affect our respective businesses, as more
 fully discussed in the "Risk Factors" section of our filings with the
 Securities and Exchange Commission. These risks and uncertainties for Exelixis
 include, but are not limited to, our ability to complete the acquisition on
 the terms currently proposed, obtain the vote of a majority of Genomica
 stockholders, obtain the appropriate regulatory approvals, successfully
 utilize Genomica technology as part of our drug discovery efforts, generate
 additional revenues from the Genomica assets by entering into new
 collaborations and successfully continue, if at all, the development of
 existing Genomica research programs and products and realize commercial value
 from those efforts, and achieve any cost savings associated with the
 integration of Genomica with Exelixis. Exelixis directs readers to its reports
 filed with the Securities and Exchange Commission, including its Annual Report
 on Form 10-K for the year ended December 31, 2000.
     The risks and uncertainties for Genomica Corporation include, but are not
 limited to, failure of its stockholders to approve the transaction proposed
 and in such event, the following additional factors:  failure by Genomica to
 meet financial expectations of analysts and investors, failure by Genomica to
 manage the recently completed restructuring to achieve our financial goals,
 Genomica's ability to develop and implement a successful change in strategic
 direction, reliance by Genomica on a limited number of customers for a
 majority of its revenue, Genomica's reliance on key personnel, risks as
 related to market acceptance of Genomica's product, rapid technological change
 in Genomica's market, potential defects associated with Genomica's product,
 Genomica's need to maintain and enhance strategic relationships with larger
 companies, Genomica's use in its product of third-party components, Genomica's
 ability to develop products for new markets and distribution channels,
 activities by Genomica and others regarding protection of intellectual
 property, release of competitive products and other actions by competitors,
 and economic downturns in either domestic or foreign markets. Further details
 on these risks and other risks are set forth in Genomica's filings with the
 Securities and Exchange Commission, including its Annual Report on Form 10-K
 for the year ended December 31, 2000. The information in this press release is
 current as of its release date.
     Exelixis and Genomica assume no responsibility to update the information.
 
     Additional Information
     The average trading price during the initial offer period will determine
 the ultimate exchange ratio delivered to Genomica's stockholders based on the
 average closing price of Exelixis' common stock for the 18 trading days up
 until two trading days prior to closing. The exchange ratio of Exelixis common
 stock for outstanding shares of Genomica common stock will be determined by
 the following formula:  $110 million in common stock of Exelixis divided by
 the average trading price for the 18 business days ending two days prior to
 the closing of the initial offer period further divided by the number of
 shares of Genomica (including Genomica stock options with exercise prices of
 $5 or less) outstanding; provided that, the average trading price of Exelixis
 common stock shall not be less than $13.30 in determining the exchange ratio.
 As a result, the maximum number of shares of Exelixis common stock issued will
 not exceed 8,271,000 shares.  The exchange offer will be followed by a merger
 in which Exelixis would acquire, at the same exchange ratio, the remaining
 shares of Genomica common stock not previously acquired in the exchange offer.
     Exelixis intends to file a Schedule TO and a Registration Statement on
 Form S-4, and Genomica plans to file a Solicitation/Recommendation Statement
 on Schedule 14D-9, with the Securities and Exchange Commission on or about
 November 27, 2001. Exelixis and Genomica expect to mail Exelixis' Preliminary
 Prospectus, the Schedule 14D-9 and related tender offer materials to
 stockholders of Genomica simultaneously with such filings. These documents
 contain important information about the transaction. Investors and security
 holders are urged to read these documents carefully when they are available.
 Investors and security holders will be able to obtain free copies of these
 documents through the website maintained by the U.S. Securities and Exchange
 Commission at http://www.sec.gov . The Preliminary Prospectus and related
 other tender offer documents may also be obtained for free from the parties.
     In addition to the filings mentioned above, each of Exelixis and Genomica
 file annual, quarterly and special reports, proxy 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 Genomica at
 the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C.
 20549 or at any of the commission's other public reference rooms in New York,
 N.Y. and Chicago, Ill. Please call the Securities and Exchange Commission at
 800-SEC-0330 for further information on the public reference rooms. Exelixis
 and Genomica's respective filings with the Securities and Exchange Commission
 are also available to the public from commercial document-retrieval services
 and at the website maintained by the commission at http://www.sec.gov .
 
                      MAKE YOUR OPINION COUNT - Click Here
                http://tbutton.prnewswire.com/prn/11690X25744117
 
 

SOURCE Exelixis, Inc.
    SOUTH SAN FRANCISCO, Calif. and BOULDER, Colo., Nov. 19 /PRNewswire/ --
 Exelixis, Inc. (Nasdaq:   EXEL) and Genomica Corporation (Nasdaq:   GNOM) have
 signed a definitive agreement whereby Exelixis will acquire Genomica in a
 stock-for-stock transaction valued at $110 million.
     The transaction has been structured as an offer for 100% of Genomica's
 outstanding common stock to be followed by a merger of Genomica with a
 wholly-owned subsidiary of Exelixis.  Exelixis intends to commence the offer
 for all of Genomica's outstanding shares on or about November 27, 2001. Unless
 otherwise extended by Exelixis, the offer period will run for 20 business days
 and, subject to regulatory review, is expected to close on or about
 December 27, 2001.  The companies expect to complete the back-end merger
 during the first quarter of 2002.  The transaction has been unanimously
 approved by the Boards of Directors of both companies, and the directors,
 officers and certain affiliates of Genomica have agreed to tender their shares
 in the offer.
     "This acquisition should be an attractive opportunity for the stockholders
 of both companies," said George A. Scangos, Ph.D., president and chief
 executive officer of Exelixis. "We believe that Genomica's substantial cash
 and investments will significantly enhance our ability to move our drug
 discovery programs forward, and that their software will be an important tool
 to manage human data during the clinical development of our compounds."
     "The direct clinical application of Genomica's bioinformatics technology
 to Exelixis' drug discovery program is strategic and complementary," said
 Teresa W. Ayers, chief executive officer of Genomica. "We are confident that
 Exelixis' management team can achieve significant value for our stockholders."
     The transaction is expected to qualify as a "tax-free" reorganization for
 federal income tax purposes. The merger is subject to the satisfaction of
 customary closing conditions, including the offer for exchange of at least a
 majority of Genomica's outstanding shares, effectiveness of Exelixis'
 registration statement for the shares to be issued in the transaction, and the
 expiration or termination of the waiting periods under the Hart-Scott-Rodino
 Antitrust Improvements Act.
 
     Conference Call and Replay Information
     Exelixis and Genomica will hold a conference call today at 5:30 p.m. EST
 with investors and media to discuss this press release.  Interested parties
 can participate on the call by dialing 800-230-1059 in the United States, and
 612-288-0318 internationally. A replay of the call will be available today
 after 9:00 p.m. EST through November 30, 2001 at 800-475-6701 in the United
 States and 320-365-3844 internationally, followed by access code 613218.
 
     About Exelixis
     Exelixis, Inc. is a leading worldwide genomics-based drug discovery
 company focused on product development through its expertise in comparative
 genomics and model system genetics. An outstanding team of company scientists
 has developed multiple fungal, nematode, insect, plant and vertebrate genetic
 systems. Exelixis' proprietary model systems and comparative genomics
 technologies address gene function by using biologically relevant functional
 genomics information very early on in the process to rapidly, efficiently and
 cost-effectively translate sequence data to knowledge about the function of
 genes and the proteins that they encode. The company has a significant
 internal cancer discovery and drug development program, through which a number
 of compounds are expected to complete screening by the end of the year.
 Exelixis believes that its technology is broadly applicable to all life
 science industries, including pharmaceutical, diagnostic, agricultural
 biotechnology and animal health and the company has active collaborations with
 Aventis CropScience, Bayer, Bristol-Myers Squibb, Elan Pharmaceuticals,
 Pharmacia, Protein Design Labs, Scios 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 http://www.Exelixis.com .
 
     About Genomica
     Genomica Corporation develops and markets software products and services
 that enable pharmaceutical and biotechnology researchers to accelerate the
 drug discovery and development process.  Genomica's customers include leading
 genomics-based research organizations such as AstraZeneca, GlaxoSmithKline,
 Aventis, and the National Cancer Institute. Genomica also has strategic
 alliances with Applied Biosystems and Celera Genomics. At September 30, 2001,
 Genomica had cash, cash equivalents and investments totaling $110.8 million.
  
 
     The forward-looking statements contained in this press release involve
 risks and uncertainties that may affect our respective businesses, as more
 fully discussed in the "Risk Factors" section of our filings with the
 Securities and Exchange Commission. These risks and uncertainties for Exelixis
 include, but are not limited to, our ability to complete the acquisition on
 the terms currently proposed, obtain the vote of a majority of Genomica
 stockholders, obtain the appropriate regulatory approvals, successfully
 utilize Genomica technology as part of our drug discovery efforts, generate
 additional revenues from the Genomica assets by entering into new
 collaborations and successfully continue, if at all, the development of
 existing Genomica research programs and products and realize commercial value
 from those efforts, and achieve any cost savings associated with the
 integration of Genomica with Exelixis. Exelixis directs readers to its reports
 filed with the Securities and Exchange Commission, including its Annual Report
 on Form 10-K for the year ended December 31, 2000.
     The risks and uncertainties for Genomica Corporation include, but are not
 limited to, failure of its stockholders to approve the transaction proposed
 and in such event, the following additional factors:  failure by Genomica to
 meet financial expectations of analysts and investors, failure by Genomica to
 manage the recently completed restructuring to achieve our financial goals,
 Genomica's ability to develop and implement a successful change in strategic
 direction, reliance by Genomica on a limited number of customers for a
 majority of its revenue, Genomica's reliance on key personnel, risks as
 related to market acceptance of Genomica's product, rapid technological change
 in Genomica's market, potential defects associated with Genomica's product,
 Genomica's need to maintain and enhance strategic relationships with larger
 companies, Genomica's use in its product of third-party components, Genomica's
 ability to develop products for new markets and distribution channels,
 activities by Genomica and others regarding protection of intellectual
 property, release of competitive products and other actions by competitors,
 and economic downturns in either domestic or foreign markets. Further details
 on these risks and other risks are set forth in Genomica's filings with the
 Securities and Exchange Commission, including its Annual Report on Form 10-K
 for the year ended December 31, 2000. The information in this press release is
 current as of its release date.
     Exelixis and Genomica assume no responsibility to update the information.
 
     Additional Information
     The average trading price during the initial offer period will determine
 the ultimate exchange ratio delivered to Genomica's stockholders based on the
 average closing price of Exelixis' common stock for the 18 trading days up
 until two trading days prior to closing. The exchange ratio of Exelixis common
 stock for outstanding shares of Genomica common stock will be determined by
 the following formula:  $110 million in common stock of Exelixis divided by
 the average trading price for the 18 business days ending two days prior to
 the closing of the initial offer period further divided by the number of
 shares of Genomica (including Genomica stock options with exercise prices of
 $5 or less) outstanding; provided that, the average trading price of Exelixis
 common stock shall not be less than $13.30 in determining the exchange ratio.
 As a result, the maximum number of shares of Exelixis common stock issued will
 not exceed 8,271,000 shares.  The exchange offer will be followed by a merger
 in which Exelixis would acquire, at the same exchange ratio, the remaining
 shares of Genomica common stock not previously acquired in the exchange offer.
     Exelixis intends to file a Schedule TO and a Registration Statement on
 Form S-4, and Genomica plans to file a Solicitation/Recommendation Statement
 on Schedule 14D-9, with the Securities and Exchange Commission on or about
 November 27, 2001. Exelixis and Genomica expect to mail Exelixis' Preliminary
 Prospectus, the Schedule 14D-9 and related tender offer materials to
 stockholders of Genomica simultaneously with such filings. These documents
 contain important information about the transaction. Investors and security
 holders are urged to read these documents carefully when they are available.
 Investors and security holders will be able to obtain free copies of these
 documents through the website maintained by the U.S. Securities and Exchange
 Commission at http://www.sec.gov . The Preliminary Prospectus and related
 other tender offer documents may also be obtained for free from the parties.
     In addition to the filings mentioned above, each of Exelixis and Genomica
 file annual, quarterly and special reports, proxy 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 Genomica at
 the SEC public reference room at 450 Fifth Street, N.W., Washington, D.C.
 20549 or at any of the commission's other public reference rooms in New York,
 N.Y. and Chicago, Ill. Please call the Securities and Exchange Commission at
 800-SEC-0330 for further information on the public reference rooms. Exelixis
 and Genomica's respective filings with the Securities and Exchange Commission
 are also available to the public from commercial document-retrieval services
 and at the website maintained by the commission at http://www.sec.gov .
 
                      MAKE YOUR OPINION COUNT - Click Here
                http://tbutton.prnewswire.com/prn/11690X25744117
 
 SOURCE  Exelixis, Inc.