PREC14A: Preliminary proxy statement in connection with contested solicitations
Published on August 8, 2003
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant X
Check the appropriate box:
Preliminary Consent Statement
CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
Definitive Consent Statement
Definitive Additional Materials
X Soliciting Material Pursuant to Rule 14a-12
eXegenics Inc.
(Name of Registrant as Specified In Its Charter)
Foundation Growth Investments LLC
EI Acquisition Inc.
(Name of Person(s) Filing Consent Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required
? Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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NEWS RELEASE
CONTACT: MICHAEL PECHETTE
FOUNDATION GROWTH INVESTMENTS
(312) 551-9900
JOHN FERGUSON (INFORMATION AGENT)
MORROW & CO.
BANKS AND BROKERS: (800) 654-2468
STOCKHOLDERS: (800) 607-0088
ALL OTHERS: (212) 754-8000
RICK CONKLIN (DEALER MANAGER AND FINANCIAL ADVISER)
WILLIAM BLAIR & COMPANY
800-621-0687 ext. 5333
FOUNDATION GROWTH DEMANDS EXEGENICS DIRECTORS UPHOLD THEIR FIDUCIARY DUTIES
CHICAGO, ILLINOIS, August 8, 2003 - Foundation Growth Investments yesterday
delivered the following letter to the board of eXegenics Inc. (Nasdaq: EXEG):
Foundation Growth Investments LLC
225 West Washington Street, Suite 2320
Chicago, Illinois 60606
August 7, 2003
Board of Directors
eXegenics Inc.
2110 Research Row
Dallas, Texas 75235
Gentlemen:
The board of directors of eXegenics Inc. has ignored our
attempt to negotiate a transaction with eXegenics and is actively interfering
with our attempt to purchase the capital stock of eXegenics directly from its
stockholders. Our offer to purchase the stock of eXegenics is financially
superior to the offer by AVI BioPharma, Inc. The directors of eXegenics are
violating their fiduciary duties to maximize the value of eXegenics for the
benefit of the stockholders of eXegenics. The proposed transaction between
eXegenics and AVI BioPharma inappropriately provides millions of dollars of
benefits to the board and management of eXegenics -- in the form of, among other
things, insurance and severance payments -- that Foundation Growth Investments
believes should be preserved for the benefit of the stockholders of eXegenics.
eXegenics may also be violating the SEC's tender offer rules by paying more to
the officers of eXegenics than other stockholders in exchange for the officers'
stock and support.
We demand that the board of eXegenics refrain from favoring
AVI BioPharma's inferior offer. Specifically, we demand that eXegenics exempt
Foundation Growth Investment's tender offer from triggering the terms of the
stockholder rights plan and exempt Foundation Growth Investments from the
application of the Delaware anti-takeover statute, in each case as the board has
done with respect to AVI BioPharma. eXegenics' board is hiding behind the rights
plan and Delaware law to further the personal interests of the directors and
management of eXegenics and to protect a financially inferior offer.
We look forward to your immediate attention.
Very truly yours,
Foundation Growth Investments LLC
By: Foundation Growth Management LLC
By: /s/ Timothy Leonard
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Timothy Leonard