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Agritope Sets Date for Stockholders' Meeting to Vote On Merger With Exelixis.


Business Editors

PORTLAND, Ore.--(BUSINESS WIRE)--Nov. 3, 2000

Agritope, Inc. (Nasdaq:AGTO AGTO Association of Golf Tour Operators ) has set Dec. 8, 2000 as the date for a meeting at which stockholders will vote on a proposal to merge the company with Exelixis, Inc. (Nasdaq:EXEL).

The meeting will be held Friday, Dec. 8, 2000 at 9:00 a.m., local time, at the Embassy Suites Hotel, located at 9000 SW Washington Square Road, Tigard, Oregon Tigard (IPA: [taɪˈ gərd]) is a city in Washington County, Oregon, United States. The population was 41,223 at the 2000 census. The 2006 estimate is 46,300 residents.  97223. Stockholders of record as of October 24, 2000 will be eligible to vote at the meeting. The proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 will first be mailed on Nov. 3, 2000.

If the merger is completed, each outstanding share of Agritope common stock and Series A preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 will be converted into the right to receive a fraction of a share of Exelixis common stock. The fractional share Fractional share

Stocks amounting to less than one full share, usually resulting from splits, acquisitions, exchanges, or dividend reinvestment programs.


fractional share

Less than one share of stock, that is, one-third or one-half a share.
 amount will be calculated by dividing $14.00 by the average closing price of Exelixis common stock for the 20 trading days ending on, and including, the fifth trading day prior to the closing of the transaction, subject to the issuance of a minimum of 0.28 of a share and a maximum of 0.35 of a share of Exelixis common stock for each outstanding share of Agritope capital stock. Immediately after the merger, former stockholders of Agritope will own approximately 4% of the outstanding shares of Exelixis common stock, and persons who were stockholders of Exelixis immediately before the merger will own approximately 96% of the outstanding shares of Exelixis common stock.

The Agritope board of directors has concluded that the proposal to adopt the merger agreement is advisable and in the best interests of Agritope and its stockholders and has approved and adopted the merger and the merger agreement. Therefore, the Agritope board of directors has recommended that the Agritope stockholders vote in favor of approval of the merger agreement and the transactions contemplated by the merger agreement.

The prospectus/proxy statement provides stockholders with information about Exelixis, Agritope and the proposed merger. In addition, you may obtain other information about Exelixis and Agritope from documents filed with the Securities and Exchange Commission. Investors and security holders are advised to read the proxy statement/prospectus carefully because it will contain important information about Exelixis, Agritope, the merger and related matters.

Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents filed by the companies at the SEC's web site at http://www.sec.gov. The proxy statement/prospectus and such other documents may also be obtained from Exelixis or Agritope by directing such requests to the companies.

Solicitation of Proxies;

Interests of Certain Persons in the Transaction

Agritope, Exelixis, their respective officers, directors and certain other members of management or employees may be deemed to be participants in the solicitation of proxies from stockholders of Agritope with respect to the transactions contemplated by the merger agreement. A description of any interests that Agritope's directors and executive officers have in the merger is included in the proxy statement/prospectus.

Agritope is an Oregon-based agricultural functional genomics Noun 1. functional genomics - the branch of genomics that determines the biological function of the genes and their products
genomics - the branch of genetics that studies organisms in terms of their genomes (their full DNA sequences)
 and biotechnology company that develops improved plant products and provides technology to the agricultural industry. Its fruit and vegetable division specializes in the development of improved fruit, vegetable and flower varieties. Agrinomics LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, its 50% owned joint venture with Aventis CropScience (NYSE NYSE

See: New York Stock Exchange
:AVE), conducts a research, development and commercialization program in the field of plant functional genomics. Vinifera, Inc., its majority owned subsidiary, offers superior grapevine plants to the premium wine industry.

Exelixis, Inc. is a leading biotechnology company focused on the life sciences industries and development through its expertise in comparative genomics Comparative genomics is the study of relationships between the genomes of different species or strains. Comparative genomics is an attempt to take advantage of the information provided by the signatures of selection to understand the function and evolutionary processes that act on  and model system genetics. These technologies provide a rapid, efficient and cost-effective way to move from DNA sequence DNA sequence Genetics The precise order of bases–A,T,G,C–in a segment of DNA, gene, chromosome, or an entire genome. See Base pair, Base sequence analysis, Chromosome, Gene, Genome.  data to knowledge about the function of genes and the proteins that they encode. The company's technology is broadly applicable to all life science industries including pharmaceutical, diagnostic, agricultural biotechnology and animal health. Exelixis has partnerships with Bayer, Pharmacia, Bristol-Myers Squibb Bristol-Myers Squibb (NYSE: BMY), colloquially referred to as BMS, is a pharmaceutical corporation, formed by a 1989 merger between pharmaceutical companies Bristol-Myers Company, founded in 1887 by William McLaren Bristol and John Ripley Myers in Clinton, NY (both were  and Dow AgroSciences Dow AgroSciences LLC is a wholly owned subsidiary of the Dow Chemical Company specializing in not only agricultural chemicals such as pesticides, but also seeds and biotechnology solutions. The company is based in Indianapolis, Indiana, in the United States.  and is building its internal development program in the area of oncology. For more information, please visit the company's web site at www.exelixis.com.
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Publication:Business Wire
Geographic Code:1USA
Date:Nov 3, 2000
Words:691
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