Sgx Pharmaceuticals, Inc. - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
August 14 2008 - 5:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Sec. 240.14a-12
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SGX Pharmaceuticals, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Fee paid previously with preliminary materials.
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the filing for which the offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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For Immediate Release
SGX Lilly Merger Offer Receives Positive Opinions from Proxy Advisory Firms
SAN DIEGO, August 13, 2008 SGX Pharmaceuticals, Inc. (NASDAQ: SGXP) today announced that Glass
Lewis & Co. and Institutional Shareholder Services (ISS), two leading proxy advisory firms, have
recommended that SGX stockholders vote FOR the merger agreement with Eli Lilly and Company (NYSE:
LLY) at the SGX Special Stockholders Meeting scheduled at 9 am California Time for August 20, 2008.
The Board of Directors of SGX unanimously recommends that the SGX stockholders vote FOR the
approval and adoption of the agreement and plan of merger and the approval of the merger and
related transactions as described in the definitive proxy statement that SGX filed on July 21,
2008.
SGX encourages all stockholders to vote their shares and to contact Georgeson Inc., SGXs proxy
solicitation firm, toll tree at 877-278-6774 if they have any questions or need any assistance in
voting their shares.
In addition, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
applicable to the proposed merger expired on August 11, 2008.
The completion of the proposed merger continues to be subject to the satisfaction or waiver of a
number of closing conditions, including, among others, (1) adoption of the agreement and plan of
merger (Merger Agreement) by the holders of a majority of SGXs outstanding common stock, (2)
subject to certain exceptions, the absence of any material adverse effect on SGX from and after the
date of the Merger Agreement, (3) the absence of any legal prohibitions on the closing of the
merger and (4) subject to certain exceptions, the continued accuracy of SGXs representations and
warranties as of the effective time of the merger.
Additional Information
SGX filed a definitive proxy statement with the Securities and Exchange Commission on July 21, 2008
with respect to the proposed merger transaction with Eli Lilly and Company. Before making any
voting or investment decision with respect to the merger, investors and stockholders of SGX are
urged to read the proxy statement and the other relevant materials carefully in their entirety
because they contain important information about the merger. The proxy statement and other relevant
materials, and any other documents filed by SGX with the SEC, may be obtained free of charge at the
SECs website at www.sec.gov. In addition, investors and stockholders may
obtain free copies of the documents filed with the SEC by going to SGXs Investor Relations page on
its corporate website at www.sgxpharma.com or by directing a written request to SGX at 10505
Roselle Street, San Diego, California 92121 Attention: Corporate Secretary.
About SGX Pharmaceuticals
SGX Pharmaceuticals, Inc. is a biotechnology company focused on the discovery, development and
commercialization of novel, targeted therapeutics directed at addressing unmet medical needs in
oncology. Our drug development programs target the MET receptor tyrosine kinase, an enzyme
implicated in a broad array of cancers, and the BCR-ABL tyrosine kinase enzyme for the treatment of
Chronic Myelogenous Leukemia, or CML. Our drug discovery activities are focused on a portfolio of
other protein and enzyme targets that have been implicated in human cancers, including JAK2, RON,
ALK, RAS and IKK
ε
. More information on the pipeline and drug discovery platform can be
found at
www.sgxpharma.com
and in the Companys various filings with the Securities and Exchange
Commission.
Forward Looking Statements
Statements in this press release that are not strictly historical in nature are forward-looking
statements. These statements include, but are not limited to, statements related to research and
development programs, the proposed merger transaction, including whether the merger transaction
will be approved by SGXs stockholders, whether the other conditions to closing of the proposed
transaction will be met and if any of the potential benefits of the proposed merger will be
realized, the potential of the Companys inhibitors as treatments for certain cancers, and the
ability to discover, develop, build a pipeline of and commercialize cancer therapeutics. These
statements are only predictions based on current information and expectations and involve a number
of risks and uncertainties. Actual events or results may differ materially from those projected in
any of such statements due to various factors, including the risks and uncertainties inherent in
drug discovery, development and commercialization, which include, without limitation, the potential
failure of development candidates to advance through preclinical studies or demonstrate safety and
efficacy in clinical testing. The results of early preclinical studies or clinical trials may not
be predictive of future results, and the Company cannot provide any assurances that any of its
compounds or development candidates will have favorable results in preclinical studies or future
clinical trials. In addition, results may be affected by the failure to enter into new
collaborations on any of its research and development programs in the event that the merger
transaction is not consummated, competition from other biotechnology and pharmaceutical companies,
its effectiveness at managing its financial resources, the scope and validity of patent protection
for its products, and its ability to obtain additional funding to support its operations. For a
discussion of these and other factors, please refer to the risk factors described in the Companys
annual report on Form 10-K for the year ended December 31, 2007 and the Companys most recent
quarterly report on Form 10-Q as well as subsequent filings with the Securities and Exchange
Commission. You are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. This caution is made under the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. All forward-looking statements are qualified
in their entirety by this cautionary statement and SGX
undertakes no obligation to revise or update this press release to reflect events or circumstances
after the date hereof.
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Contact:
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Bonnie Feldman
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Todd Myers
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Sr. Director, Investor Relations
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Chief Financial Officer
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SGX Pharmaceuticals
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SGX Pharmaceuticals
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(858) 344-8860
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(858) 558-4850
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