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: 000-49727
Subject Company: Innovative Drug Delivery Systems, Inc.
THE FOLLOWING PRESS RELEASE WAS DISSEMINATED BY eXegenics INC. ON NOVEMBER 14,
2002
CONTACT: WALISA M. DAVENPORT
eXegenics INC.
(214) 358-2000
E. BLAIR CLARK (INVESTORS), OR
KATHY JONES, PH.D. (MEDIA)
BURNS-MCCLELLAN
(212) 213-0006
eXegenics ANNOUNCES THIRD QUARTER 2002 RESULTS
DALLAS, November 14, 2002 -- /PRNewswire-FirstCall/ -- eXegenics, Inc. (Nasdaq:
EXEG) announced financial results for its third quarter ended September 30,
2002.
"The major event of the third quarter was our announcement that we have agreed
to merge with Innovative Drug Delivery Systems, Inc. (IDDS) to create a combined
company that we believe will enable us to become an integrated, focused
pharmaceutical company bringing product candidates to market," said Dr. Ronald
L. Goode, eXegenics' President and CEO. "Our energies and resources are being
devoted to successfully completing this merger while positioning our company for
post-merger success."
For the quarter ended September 30, 2002, net loss attributable to common
shareholders was $2,682,000, or $0.17 per share, compared to a net loss of
$2,752,000, or $0.17 per share, for the same period in 2001. The decrease in net
loss in the third quarter of 2002 was due primarily to a reduction in our
expenses as a result of changes in our operations, which was offset by expenses
of approximately $526,000 related to the pending merger and a non-cash charge of
$347,000. The non-cash item was related to the acquisition of QCT-related
royalty rights and to relieve the company of the obligation of cash payments for
certain expenses in relation to an agreement with an employee. There were no
revenues in the third quarter of 2002, compared to revenue of $333,000 in the
third quarter of 2001.
For the nine months ended September 30, 2002, net loss attributable to common
shareholders was $6,505,000, or $0.42 per share, compared to a net loss of
$7,220,000, or $0.45 per share, for the same period in 2001. Revenues for the
nine months ended September 30, 2002 were $333,000 compared to $556,000 for the
same period of 2001.
Cash, cash equivalents and investments as of September 30, 2002 totaled
$20,021,000.
"We are extremely pleased that our long-stated goal of a major transaction is
about to be consummated," said Dr. Goode. "The merger would immediately
transform us into a clinical development company with potential products in
clinical trials. Further, it would allow us to move rapidly towards the
commercialization of pharmaceuticals that address important medical needs in
pain management. If the merger is approved by the shareholders, the combined
entity will have three lead drugs, two of which are ready to move into Phase III
clinical studies, as well as a development platform that supports acquiring and
advancing additional products."
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 as soon as feasible.
Additional Information and Where to Find It
eXegenics and IDDS have filed a preliminary proxy statement/prospectus and other
relevant documents concerning the proposed merger transaction with the SEC.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, INCLUDING THE FINAL
JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain the prospectus/proxy statement
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: Investor
Relations, 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.
About eXegenics
eXegenics, Inc. (Nasdaq: EXEG) is a post-genomics drug creation enterprise
engaged in the discovery of drugs for the treatment of drug-resistant bacterial
diseases. Employing Quantum Core Technology (QCT(TM)), a suite of proprietary
technologies, the Company's scientists create novel small molecular weight 'core
inhibitor' molecules of disease-causing enzymes and proteins. These 'core
inhibitor' candidate drug leads are optimized into novel potential clinical drug
candidates for further preclinical development, after which they would be
advanced towards clinical drug development candidates. The Company's other
proprietary research platform is Optimized Anti-Sense Inhibitory Sequence
(OASIS(TM)), which is used to create antisense molecules that can potentially be
developed into novel drugs. For more information, please visit
http://www.eXegenicsinc.com.
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. In
addition, we may not be successful in our efforts to outlicense certain of our
non-core technologies or to acquire clinical candidates from outside sources.
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 preclinical
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 SEC.
FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
SUMMARY STATEMENT OF INCOME DATA --------------------------- ---------------------------
(UNAUDITED) 9/30/2002 9/30/2001 9/30/2002 9/30/2001
--------- --------- --------- ---------
Revenues -- $333,000 $556,000 $1,000,000
Research and development expenses 824,000 1,106,000 3,301,000 4,112,000
General and administrative
expenses 2,017,000 2,243,000 4,127,000 4,951,000
Net loss ($2,682,000) ($2,752,000) ($6,336,000) ($7,040,000)
Basic and diluted loss per
common share ($0.17) ($0.17) ($0.42) ($0.45)
Weighted average number of shares
outstanding 15,673,286 16,174,173 15,671,972 16,165,018
30-SEP-02 30-SEP-01
--------- ---------
SUMMARY BALANCE SHEET DATA
(UNAUDITED)
Total assets $21,117,000 $31,606,000
Working Capital 19,495,000 26,711,000
Shareholders' equity $20,074,000 $27,771,000