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:
Exhibit (a)(16)
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 INCREASES EXEGENICS TENDER OFFER PRICE TO $0.60 PER SHARE IN
CASH AND EXTENDS OFFER TO SEPTEMBER 8, 2003
CHICAGO, ILLINOIS, August 22, 2003 - Foundation Growth Investments LLC and EI
Acquisition Inc. announced today that they are increasing their offer price to
$0.60 per share in CASH for all of the outstanding shares of Common Stock and
Series A Convertible Preferred Stock of eXegenics Inc. (Nasdaq: EXEG). They
further announced that they are extending the expiration date of their offer to
12:00 Midnight, New York City time on Monday, September 8, 2003.
Timothy Leonard, President of EI Acquisition Inc., made the following statement
today: "Our offer to the eXegenics common stockholders continues to be higher
than the value of the AVI BioPharma, Inc. (Nasdaq: AVII) offer. We are offering
the eXegenics stockholders the certainty of CASH while AVII is offering its
highly volatile stock. Since the merger announcement, AVII stock has lost 20% of
its value. As the AVII stock falls, so does the value of its offer to the
eXegenics stockholders. We remain committed to acquiring all of the outstanding
stock of eXegenics."
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.
* * *
This announcement should not be construed to constitute a solicitation of any
consent. Foundation Growth Investments has filed with the Securities and
Exchange Commission a preliminary consent statement relating to the solicitation
of consents with respect to the removal of removal of all directors from the
eXegenics board and the appointment of a new slate of directors. Foundation
Growth Investments will furnish to eXegenics' stockholders, a definitive consent
statement and may file other consent solicitation materials. Investors and
security holders are urged to read the consent statement and any other consent
solicitation materials (when they become available) because they will contain
important information.
Investors and security holders are able to obtain a free copy of the preliminary
consent statement and the definitive consent statement (when it is available)
and other documents filed by Foundation Growth Investments with the Commission
at the Commission's website at www.sec.gov. In addition, you will also be able
to obtain a free copy of the definitive consent statement (when it is available)
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.
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.