LETTER TO THE BOARD
Published on August 8, 2003
EXHIBIT (a)(13)
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