PREC14A: Preliminary proxy statement in connection with contested solicitations
Published on September 9, 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
Rule 0-11(a)(2) and identify 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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 TERMINATES EXEGENICS, INC. TENDER OFFER
AND CONSENT SOLICITATION
CHICAGO, ILLINOIS, September 9, 2003 - Foundation Growth Investments LLC and EI
Acquisition Inc. announced today that they have terminated their offer to
purchase all of the outstanding shares of Common Stock and Series A Convertible
Preferred Stock of eXegenics Inc. (Nasdaq: EXEG) at a price of $0.60 per share.
Foundation and EI Acquisition terminated their offer pursuant to the conditions
of the offer which, among other things, provided that Foundation and EI
Acquisition would not purchase shares tendered in the offer unless a majority of
the outstanding shares were validly tendered and not withdrawn. This condition
was not satisfied as of 12:00 Midnight, New York City time on Monday, September
8, 2003. All tendered shares will promptly be returned by Foundation's
depositary to the tendering stockholders. Foundation and EI Acquisition are also
terminating their consent solicitation with respect to eXegenics' stockholders.
NOTICE FOR EXEGENICS STOCKHOLDERS
The complete terms and conditions of the offer are set forth in an offer to
purchase, letter of transmittal, and other related materials which were filed
with the Securities and Exchange Commission on May 29, 2003, as amended, and
distributed to eXegenics stockholders. eXegenics stockholders are urged to read
the tender offer documents because they contain important information. Investors
are able to receive such documents free of charge at the SEC's web site,
www.sec.gov, or by contacting Morrow & Co., Inc., the Information Agent for the
transaction, at (800) 607-0088, or William Blair & Company, the Dealer Manager
and financial adviser for the transaction, at (800) 621-0687 ext. 5333.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF EXEGENICS INC.
* * *
Investors and security holders are able to obtain a free copy of the preliminary
consent statement and other documents filed by Foundation Growth Investments
with the Commission at the Commission's website at www.sec.gov.
Detailed information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of consents of
eXegenics stockholders are available in the preliminary consent statement filed
by Foundation Growth Investments with the SEC on Schedule 14A.