Infinity Pharmaceuticals Announces Effectiveness of Registration Statement For The Proposed Merger with Discovery Partners Inte
08 Août 2006 - 3:24PM
PR Newswire (US)
CAMBRIDGE, Mass., Aug. 8 /PRNewswire/ -- Infinity Pharmaceuticals,
Inc. today announced that the Securities and Exchange Commission
(SEC) has declared effective the Form S-4 Registration Statement of
Discovery Partners International, Inc. (NASDAQ:DPII), or DPI,
relating to the previously announced proposed merger between DPI
and Infinity. The merger is subject to customary closing
conditions, including the approval of both companies' stockholders.
DPI's shareholders of record on August 1, 2006 will vote on the
merger at a special meeting of stockholders at 1:00 p.m. PDT, on
Tuesday, September 12, 2006, at the offices of Cooley Godward LLP,
4401 Eastgate Mall, San Diego, Calif. A special meeting of
stockholders of Infinity will be held at 1:00 p.m. EDT on Tuesday,
September 12, 2006, at the offices of Wilmer Cutler Pickering Hale
and Dorr LLP, 60 State Street, Boston, Mass. The registration
statement contains a Joint Proxy Statement/Prospectus, which is to
be mailed to DPI's and Infinity's respective shareholders this
week. The S-4 Registration Statement may also be accessed online on
the SEC's website, http://www.sec.gov/, on the "Investor Relations"
page of DPI's website at http://www.discoverypartners.com/, or on
Infinity's website at http://www.ipi.com/. Assuming stockholder
approval of the merger and the other matters set forth in the Joint
Proxy Statement/Prospectus, immediately following the merger, DPI
will change its name to Infinity Pharmaceuticals, Inc. and the new
company's common stock will trade on the NASDAQ National Market
under the symbol "INFI." DPI's current ticker symbol, "DPII," will
become inactive after closing. About Infinity Pharmaceuticals, Inc.
Infinity is an innovative cancer drug discovery and development
company that is seeking to leverage its strength in small molecule
technologies to bring important new medicines to patients.
Additional information about the DPI-Infinity merger and where to
find it In connection with the proposed merger between Discovery
Partners International, Inc. (DPI) and Infinity, DPI filed a
registration statement on Form S-4 on May 24, 2006 with the SEC,
that contains a proxy statement/prospectus. Investors and security
holders of DPI and Infinity are urged to read the proxy
statement/prospectus (including any amendments or supplements to
the proxy statement/prospectus) regarding the proposed merger
because it contains important information about DPI, Infinity and
the proposed merger. Securityholders will be able to obtain a copy
of the proxy statement/prospectus, as well as other filings
containing information about DPI 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. Participants in the
solicitation DPI and its directors and executive officers and
Infinity and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of DPI in connection with the proposed merger of DPI
with Infinity. Information regarding the special interests of these
directors and executive officers in the merger transaction is
included in the proxy statement/prospectus referred to above.
Additional information regarding the directors and executive
officers of DPI is also included in DPI's proxy statement for its
2006 Annual Meeting of Stockholders, which was filed with the SEC
on April 6, 2006. This document is available free of charge at the
SEC's web site (http://www.sec.gov/) and from Investor Relations at
DPI at the address described above. Forward-Looking Statements This
release contains certain forward-looking statements that involve
risks and uncertainties that could cause actual results to be
materially different from historical results or from any future
results expressed or implied by such forward-looking statements.
Such forward-looking statements include statements regarding the
proposed transaction and the trading of the combined company's
shares on the NASDAQ National Market. Factors that may cause actual
results to differ materially include the risk that DPI and Infinity
may not obtain the requisite stockholder approval to complete the
proposed transaction, the risk that the combined company may not
obtain approval to list the shares of common stock of the combined
company on the NASDAQ Stock Market after the assumed closing of the
merger and risks and other uncertainties more fully described in
DPI's registration statement on Form S-4, as amended, as filed with
the Securities and Exchange Commission and DPI's other SEC reports.
You are urged to consider statements that include the words "may,"
"will," "would," "could," "should," "believes," "estimates,"
"projects," "potential," "expects," "plans," "anticipates,"
"intends," "continues," "forecast," "designed," "goal," or the
negative of those words or other comparable words to be uncertain
and forward-looking. The transaction is subject to customary
closing conditions, including approval of DPI's and Infinity's
stockholders. Any forward-looking statements contained in this
press release speak only as of the date hereof and Infinity
expressly disclaims any obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise. Editor's Note: This release is available in the Press
Release section of the Media Room of Infinity's website at
http://www.ipi.com/. Contacts: Adelene Q. Perkins John Evans Chief
Business Officer Business Manager Infinity Pharmaceuticals, Inc.
Infinity Pharmaceuticals, Inc. 617-453-1104 617-453-1254
DATASOURCE: Infinity Pharmaceuticals, Inc. CONTACT: Adelene Q.
Perkins, Chief Business Officer, +1-617-453-1104, , or John Evans,
Business Manager, +1-617-453-1254, , both of Infinity
Pharmaceuticals, Inc. Web site: http://www.ipi.com/
http://www.discoverypartners.com/
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