Filed by eXegenics Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Commission File No:
Subject Company: Innovative Drug Delivery Systems, Inc.
THE FOLLOWING PRESS RELEASE WAS DISSEMINATED BY EXEGENICS INC. ON SEPTEMBER 20,
2002
EXEGENICS AND INNOVATIVE DRUG DELIVERY SYSTEMS (IDDS) TO MERGE
COMBINED ENTITY WILL HAVE THREE PRODUCTS ENTERING LATE-STAGE CLINICAL
TESTING FOR THE MANAGEMENT OF MODERATE TO SEVERE PAIN
DALLAS, TX, NEW YORK, NY, SEPTEMBER 20, 2002 -- eXegenics Inc. (NASDAQ: EXEG)
and privately held Innovative Drug Delivery Systems, Inc. (IDDS) today announced
that the two companies have signed a definitive merger agreement. Under the
terms of the agreement, the two companies will complete a stock-for-stock
exchange in which a fixed ratio of one share of IDDS common stock will be
exchanged for 3.132 shares of eXegenics common stock. Upon the closing of the
merger, eXegenics will issue 48,387,193 shares of common stock, and will issue
up to 11,705,999 additional shares of common stock upon the exercise of
outstanding IDDS options and warrants, in exchange for all of IDDS' outstanding
equity interests. The transaction is to be a tax-free reorganization. Mark C.
Rogers, M.D., currently Chairman and CEO of IDDS, will be named Executive
Chairman of the combined company and Dr. Ronald L. Goode, Ph.D., currently
eXegenics' President and CEO, will continue as President and CEO.
"The merger of eXegenics and IDDS allows us to fulfill our joint goal of moving
rapidly towards the commercialization of pharmaceuticals that address important
medical needs," commented Dr. Goode. "Following the merger, the combined entity
will have three lead drugs, two of which have completed Phase II clinical
studies, as well as a development platform that supports acquiring and advancing
additional products."
Dr. Goode continued, "Mark Rogers has put together an excellent team at IDDS
possessing the ability to advance products efficiently through the development
process. I am truly excited as I believe that the complementary assets and
capabilities brought together by this combination offer the potential of
increased value for shareholders of both companies."
Dr. Rogers commented, "The newly combined firm begins with a solid foundation of
innovation in pain management, where we have significant clinical and
developmental expertise. The products in hand are being investigated for
conditions that account for a $3.4 billion segment of the worldwide pain
management market. Each of these products provides a distinct delivery advantage
for patients in moderate to severe pain, and we have marketing and distribution
rights for these products worldwide. We are very excited by the potential of
these products and by the opportunity to grow the pipeline in new directions."
"Given Dr. Goode's accomplished pharmaceutical career, including his track
record of successfully executing the clinical development programs that led to
the approval of more than a dozen NDA applications, our products should advance
rapidly towards commercialization," added Dr. Rogers. "I look forward to working
with Ron and his team as we chart the next stages for the combined entity's
promising product portfolio."
PRODUCT PORTFOLIO
The combined entity's product portfolio will include three lead product
candidates for the treatment of pain that have demonstrated safety and
effectiveness in early- and mid-stage clinical trials. Each of these product
candidates is a uniquely formulated version of an FDA-approved compound and was
selected based on the belief that it offered significantly lower clinical,
regulatory and commercial risk profiles as compared to new chemical entities, in
addition to having a high market potential and strong patent protection.
The company's programs will initially focus on developing prescription drugs for
the treatment of a variety of acute and chronic moderate-to-severe pain
syndromes. Products in clinical development in the United States and Europe
include:
PRODUCT CANDIDATE CLINICAL INDICATION DEVELOPMENT STAGE
Intranasal Ketamine Acute pain and acute episodes of chronic Phase II completed in
moderate-to-severe pain the U.S.
Intranasal Morphine Acute pain and acute episodes of Phase II completed in
chronic moderate-to-severe pain the U.S.
Intravenous Diclofenac Acute moderate-to-severe Phase II ongoing in
pain Europe/approved to
begin Phase I/II
in the U.S.
The combined entity will continue to seek to in-license and develop new product
candidates.
The Board of Directors of eXegenics and IDDS unanimously approved the definitive
merger agreement. The merger is subject to the approval of the shareholders of
both eXegenics and IDDS, as well as other closing conditions, including an
increase in the authorized capital stock of eXegenics. Both parties intend to
consummate the merger before the end of the fourth quarter of this year. As part
of the transaction, the two companies have agreed to a breakup fee payable in
certain circumstances of $2 million in cash from eXegenics, or $2 million in
cash or $4 million in royalties from IDDS.
ABOUT eXegenics
eXegenics, Inc. (Nasdaq: EXEG) is a post-genomics drug creation enterprise
engaged in the discovery and development of drugs for treatment of cancers and
drug-resistant bacterial diseases. Employing a suite of proprietary
technologies, eXegenics' scientists create novel small molecular weight 'core
inhibitor' molecules of disease-causing enzymes and proteins. These 'core
inhibitor' candidate drug leads are then advanced towards clinical drug
candidates and pharmaceutical products. The Company's proprietary research
platforms, Quantum Core Technology (QCT(TM)) and Optimized Anti-Sense Inhibitory
Sequence (OASIS(TM)), accelerate and enhance the discovery and creation of novel
drugs. For more information, please visit www.eXegenicsinc.com.
ABOUT IDDS
IDDS is a development stage pharmaceutical company dedicated to the development
and commercialization of innovative treatments for pain management. IDDS has
initiated a program strategically positioned to develop unique compounds that
are administered by various routes to treat the moderate to severe pain
syndromes associated with a range of maladies and disease states.
eXegenics and IDDS expect to discuss this merger in a web cast conference call
at 10:30 a.m. this morning. The call may be heard through the Companies' web
sites at http://www.eXegenicsinc.com or http://www.IDDS.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
We will be filing relevant documents concerning our merger with the SEC
including a registration statement on Form S-4 containing a prospectus/proxy
statement. WE URGE INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Investors will be able to obtain the prospectus/proxy
statement and other documents that will be filed by eXegenics and IDDS with the
SEC free of charge at the SEC's Web site (http://www.sec.gov) or by directing a
request after such a filing is made to eXegenics Inc., 2110 Research Row,
Dallas, Texas 75235, Attn: President, telephone (214) 358-2000.
eXegenics and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with the proposed
merger. Information about our directors and executive officers and their
ownership of our voting securities is set forth in the proxy statement for our
2002 annual meeting of stockholders as filed with the SEC on April 16, 2002.
Additional information about the interests of those participants may be obtained
from reading the definitive proxy statement regarding the proposed transaction
when it becomes available.
SAFE HARBOR
This news release contains forward-looking statements. Such statements are valid
only as of today, and we disclaim any obligation to update this information.
These statements, which include, but are not limited to, the successful
completion of our proposed merger and the benefits expected to be derived
therefrom, are subject to known and unknown risks and uncertainties that may
cause actual future experience and results to differ materially from the
statements made. These statements are based on our current beliefs and
expectations as to such future outcomes. Drug discovery and development involve
a high degree of risk. Factors that might cause such a material difference
include, among others, uncertainties related to the ability to attract and
retain partners for our technologies, the identification of lead compounds, the
successful pre- clinical development thereof, the completion of clinical trials,
the FDA review process and other governmental regulation, our pharmaceutical
collaborator's ability to successfully develop and commercialize drug
candidates, competition from other pharmaceutical companies, product pricing and
third party reimbursement, and other factors described in our filings with the
Securities and Exchange Commission.
CONTACT:
WaLisa M. Davenport of eXegenics, Inc., +1-214-358-2000; or Michelle Carroll of
IDDS, +1-212-554-4328; or Blair Clark (investors), Dr. Kathy Jones (media) of
Burns McClellan, +1-212-213-0006