Opko Health, Inc. – ‘SC 14D9/A’ on 6/30/03 re: Opko Health, Inc. – EX-9

On:  Monday, 6/30/03, at 5:31pm ET   ·   Accession #:  950134-3-9736   ·   File #:  5-48680

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Amendment to Tender-Offer Solicitation/Recommendation Statement   —   Schedule 14D-9
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D9/A   Amendment No. 3 to Schedule 14D-9                      3     12K 
 2: EX-9        Press Release                                          2     12K 

EX-9   —   Press Release

EX-9
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                                                                       EXHIBIT 9

                                                                (EXEGENICS LOGO)

Contact:                                                                        
WaLisa M. Davenport                                                             
eXegenics Inc.                                                                  
(214) 358-2000                                                                  

E. Blair Clark (Investors)                                                      
Burns McClellan                                                                 
(212) 213-0006                                                                  

William Fiske (Information Agent)                                               
Georgeson Shareholder Communications Inc.                                       
Banks and Brokers: (212) 440-9800                                               
All others call Toll-Free: (800) 964-0733                                       

FOUNDATION'S ORIGINAL TENDER OFFER FAILS

EXEGENICS SAYS THAT FOUNDATION GROWTH INVESTMENTS IS EMPLOYING
DESPERATE AND MISLEADING TACTICS

DALLAS, June 30, 2003 -- EXEGENICS Inc.'s (Nasdaq: EXEG) Board of Directors     
announced today that the original tender offer, with an offer price of $0.40 per
share for all of EXEGENICS' outstanding shares, made by EI Acquisition Inc. and 
Foundation Growth Investments LLC, has FAILED to win control of EXEGENICS, in   
that it appears that LESS THAN ONE PERCENT (<1%) OF EXEGENICS' SHARES were      
tendered by the original expiration date of June 25, 2003.                      

This FAILURE by Foundation has led them to revise their offer, with the revised 
tender offer price being a reduction from the original offer price of $0.40 per 
share for all of EXEGENICS' outstanding shares to $0.37 per share.              

It is the Board's belief that the extension of Foundation's offer period, the   
lowering of the tender offer price and the unsupported statements made by       
Foundation are desperate acts aimed at misleading EXEGENICS' stockholders as to 
the value of their EXEGENICS shares. Thus, the Board recommends that            
SHAREHOLDERS REJECT THE INADEQUATE OFFER of $0.37 per share made by EI          
Acquisition Inc. and Foundation Growth Investments LLC.                         

"Foundation's latest tactic once again underscores its blatant attempt to       
disseminate inaccurate information about EXEGENICS' current financial condition.
EXEGENICS currently has a strong balance sheet and no long-term debt. Further,  
EXEGENICS' management continues to advance its discussions with various         
companies regarding possible business combinations and, based on such           
discussions, believes that there is a reasonable chance of obtaining an         
alternative offer with terms that are superior to Foundation's inadequate       
offer," said Dr. Ronald Goode, Chairman, President and CEO of EXEGENICS.        
"Foundation's decision to lower the tender offer price to $0.37 per share is    
merely a ploy. The tactic serves as proof of Foundation's true intent to acquire
EXEGENICS at a substantial discount to its real value. The Board of Directors   
continues its efforts to enhance stockholder value and protect its stockholders'
investments from hostile corporate raiders," stated Dr. Goode.                  

Responding to Foundation's allegation that EXEGENICS' stock will be delisted    
from trading on The Nasdaq Stock Market on July 21, 2003, Dr. Goode added,      
"While it is true that when a company's stock trades below $1.00 delisting      
becomes a                                                                       

EX-9
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possibility, we have repeatedly disclosed that Nasdaq has informed us that      
EXEGENICS is entitled to an additional 90 days beyond July 21st to comply with  
Nasdaq's listing requirements. Foundation chooses to ignore this fact."         

A complete description of the background of Foundation's original offer and a   
detailed explanation of why the EXEGENICS board of directors believes the       
Foundation offer is grossly inadequate and unfair to you, is contained in the   
company's Solicitation/ Recommendation Statement on Schedule 14D-9. A copy of   
the Schedule 14D-9 was sent to you by EXEGENICS on or about June 13th, and can  
also be found on the company's web site at www.exegenicsinc.com, on the         
Securities and Exchange Commission's website at www.sec.gov or by contacting our
information agent, Georgeson Shareholder Communications Inc., at (888) 964-0733;
banks and brokers call, (212) 440-9800. We urge you to read the Schedule 14D-9  
carefully and in its entirety.                                                  

 ***

EXEGENICS HAS FILED PRELIMINARY PROXY MATERIALS WITH THE SECURITIES AND EXCHANGE
COMMISSION IN OPPOSITION TO FOUNDATION'S CONSENT SOLICITATION. EXEGENICS WILL   
FILE WITH THE COMMISSION, AND WILL FURNISH TO EXEGENICS' STOCKHOLDERS, A        
DEFINITIVE CONSENT STATEMENT, WHEN AVAILABLE, AND MAY FILE OTHER CONSENT        
SOLICITATION MATERIALS.                                                         

EXEGENICS STOCKHOLDERS ARE URGED TO READ EXEGENICS' PRELIMINARY AND DEFINITIVE  
CONSENT STATEMENTS, WHEN AVAILABLE, CAREFULLY BECAUSE THEY WILL CONTAIN         
IMPORTANT INFORMATION. YOU MAY OBTAIN FREE COPIES OF THE CONSENT STATEMENTS,    
WHEN AVAILABLE, BY ACCESSING THE SEC'S WEBSITE AT WWW.SEC.GOV., OR THE COMPANY'S
WEBSITE AT WWW.EXEGENICSINC.COM. STOCKHOLDERS MAY ALSO OBTAIN, WITHOUT CHARGE,  
COPIES OF EXEGENICS' CONSENT STATEMENTS, WHEN AVAILABLE, BY CALLING EXEGENICS'  
INFORMATION AGENT, GEORGESON SHAREHOLDER. BANKS AND BROKERS CALL: (212)         
440-9800; ALL OTHERS CALL TOLL-FREE: (800) 964-0733.                            

Safe Harbor                                                                     

This release contains forward-looking statements. The words "believe," "expect,"
"intend", "anticipate," variations of such words, and similar expressions       
identify forward-looking statements, but their absence does not mean that the   
statement is not forward-looking. These statements are subject to certain risks,
uncertainties and assumptions that are difficult to predict. Readers are        
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this release. EXEGENICS undertakes no obligation to
update any forward-looking statement to reflect new information, events or      
circumstances after the date of this release or to reflect the occurrence of    
unanticipated events.                                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D9/A’ Filing		Date		First		Last			Other Filings
		7/21/03		1
Filed on:		6/30/03		1					10-Q,  DEFA14A
		6/25/03		1					DEFA14A,  PREC14A,  SC 14D9/A,  SC TO-T/A
									List all Filings