Lilly reaffirms $3.00 per share purchase offer for SGX Pharmaceuticals

Aug 4 2008

Eli Lilly and Company today reaffirmed that its $3.00 per share purchase offer for SGX Pharmaceutical, Inc. represents its best and final offer for the San Diego-based biotechnology company.

On July 8, 2008, the two companies announced the signing of a definitive merger agreement, whereby Lilly will acquire all of the outstanding shares of SGX common stock at a price of $3.00 per share, for a total purchase price of approximately $64.0 million.

In support of the transaction, Lilly refers SGX stockholders to the definitive proxy statement that SGX filed on July 21, 2008. That definitive proxy statement includes the reasons why the board of directors of SGX voted unanimously to approve the merger agreement and to recommend that its stockholders approve the transaction. The background to the merger section of the definitive proxy statement describes the process SGX undertook to explore strategic alternatives and solicit indications of interest. As a result of these reasons, certain SGX stockholders (including certain executive officers, directors and a significant outside shareholder) who beneficially own in the aggregate, approximately 26 percent of the outstanding shares of SGX common stock, entered into a voting agreement with Lilly to vote in favor of the merger.

"We believe that the $3.00 per share purchase price represents full and fair value, and provides a very attractive premium for SGX stockholders," commented Gino Santini, Lilly senior vice president of corporate strategy and business development. "Lilly will not increase its offer price, and we are confirming that the $3.00 per share price for SGX is our best and final offer." Santini noted that the $3.00 per share price represents a sizable premium versus SGX's recent stock price performance, including a 119 percent premium to the stock's closing price immediately prior to the announcement on July 8, 2008, and a 108 percent premium over the SGX average closing price for the one month prior to the announcement. "Lilly and SGX fully intend to take this proposal to a stockholder vote at the $3.00 per share offer price," Santini concluded.

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