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Published on 8/4/2008 in the Prospect News Special Situations Daily.

Lilly firm on $3-per-share offer for SGX Pharmaceuticals

By Lisa Kerner

Charlotte, N.C., Aug. 4 - Eli Lilly & Co. said it will not increase its best and final offer of $3.00 per share for SGX Pharmaceuticals, Inc.

On July 8, Lilly agreed to acquire SGX for a total purchase price of approximately $64 million, according to a Lilly news release.

Lilly noted that SGX stockholders beneficially owning about 26% of its common stock - including some executive officers, directors and a significant outside shareholder - 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," Lilly senior vice president of corporate strategy and business development Gino Santini said in the release.

According to Santini, Lilly's offer price represents a "sizable premium" to SGX's recent stock price performance, including a 119% premium to the stock's closing price immediately prior to the merger announcement on July 8.

"Lilly and SGX fully intend to take this proposal to a stockholder vote at the $3.00-per-share offer price," Santini added.

It was previously reported that SGX investor BVF Partners LP planned to explore, with the company and others, alternatives to Lilly's proposed acquisition prior to a shareholder vote.

The alternatives could include the continued independence of the company, strategic collaborations with third parties or the sale of SGX, in whole or in part, under different terms than proposed.

BVF Partners has a 28.6% stake in the San Diego biotechnology company.

Lilly is an Indianapolis-based pharmaceutical company.


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