Discovery Partners International Announces 4-to-1 Reverse Stock Split Effective Immediately Prior to the Closing of the Infinity Merger
September 08, 2006 08:31:21 (ET)
SAN DIEGO, Sept 08, 2006 /PRNewswire-FirstCall via COMTEX/ -- Discovery Partners International, Inc. (DPII, Trade) today announced that its board of directors has approved a 4-to-1 reverse split of its common stock, subject to approval of an amendment to Discovery Partners' charter to effect the reverse split by Discovery Partners' stockholders at the special stockholders' meeting to be held on September 12, 2006 related to Discovery Partners' merger with Infinity Pharmaceuticals, Inc.
As a result of the reverse stock split, and assuming the merger is approved by the stockholders of Discovery Partners and Infinity, immediately prior to the closing of the merger with Infinity, every 4 shares of Discovery Partners common stock will be combined into one share of Discovery Partners common stock. The reverse stock split affects all Discovery Partners common stock and stock options outstanding immediately prior to the effective time of the reverse stock split. Fractional shares which would have resulted from the reverse split will be paid in cash at a value equal to the closing price of Discovery Partners common stock on the date immediately preceding the effective time of the split as reported on the NASDAQ Global Market. The reverse split will reduce the number of shares of Discovery Partners common stock outstanding from approximately 26 million to approximately 6.5 million prior to the issuance of any shares of Discovery Partners common stock in connection with Discovery Partners' merger with Infinity Pharmaceuticals, Inc.
About Discovery Partners International, Inc.
Discovery Partners International, Inc. (DPI) has entered into a merger agreement with Infinity pursuant to which Infinity will merge with and into a wholly owned subsidiary of Discovery Partners, with Infinity as the surviving corporation, becoming a wholly owned subsidiary of Discovery Partners. In connection with the merger, Discovery Partners recently completed the sale of all of the stock of its operating subsidiaries and all of its material operating assets pursuant to a stock and asset purchase agreement with Galapagos NV. and Biofocus Inc., a subsidiary of Galapagos NV. Discovery Partners' only remaining material assets following that sale are its cash, cash equivalents and short-term investments, its listing on the NASDAQ Global Market and its merger agreement with Infinity. The terms of the Infinity merger agreement and the stock and asset purchase agreement with Galapagos and Biofocus, and the remaining assets of Discovery Partners following the closing of the transactions described in such agreements are contained in Discovery Partners' filings with the Securities and Exchange Commission and are available on the Company's web site at discoverypartners.com.
About Infinity Pharmaceuticals, Inc.
Infinity is an innovative cancer drug discovery and development company that is seeking to leverage its strength in small molecule drug technologies to discover, develop, and deliver to patients first-in-class or best-in-class medicines for the treatment of cancer and related conditions. For more information on Infinity Pharmaceuticals, including a copy of this release in the Media Room, please visit the company's web site at ipi.com.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger transaction between Infinity and Discovery Partners, on August 7, 2006, Discovery Partners filed with the Securities and Exchange Commission an amended registration statement that contains a proxy statement/prospectus, which registration statement has been declared effective by the Securities and Exchange Commission. Investors and securityholders of Discovery Partners and Infinity are urged to read the proxy statement/prospectus (including any amendments or supplements to the proxy statement/prospectus) regarding the proposed transaction because it contains important information about Discovery Partners, Infinity and the proposed transaction. Discovery Partners' stockholders can obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Discovery Partners and Infinity, without charge, at the SEC's Internet site (http://www.sec.gov). Copies of the proxy statement/prospectus can also be obtained, without charge, by directing a request to Discovery Partners International, Inc., 9640 Towne Centre Drive, San Diego, CA 92121, Attention: Investor Relations, Telephone: (858) 455-8600.
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