SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CytRx Corporation
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(Name of Registrant as Specified in its Charter)
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computed pursuant to Exchange Act Rule 0-11:
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Filed by CytRx Corporation
pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934.
Subject Company: CytRx Corporation
Commission File No. 000-15327
Date: February 11, 2002
On February 11, 2002, CytRx Corporation issued the following press release:
FOR IMMEDIATE RELEASE
CytRx Corporation
154 Technology Parkway
Norcross, Georgia 30092
(770) 368-9500
Contact: Mark W. Reynolds
Global Genomics Capital, Inc.
11726 San Vicente Blvd.
Suite 650
Los Angeles, CA 90049
(310) 826-5648
Contact: Elliott J. Cody
CytRx Corporation Announces Merger With Global Genomics Capital, Inc.
Atlanta, Georgia, (PRNewswire) February 11, 2002 -- CytRx Corporation (NASDAQNM:
CYTR) today announced that its board of directors has approved and it has
entered into an agreement to merge with Global Genomics Capital, Inc. (Global
Genomics), a privately held genomics company in Los Angeles, CA. The parties
executed a definitive agreement and plan of merger with the closing anticipated
in May 2002. The transaction is contingent upon approval by the shareholders of
each company and other customary conditions.
The terms of the merger agreement provide for CytRx to acquire all outstanding
shares and rights to acquire shares of capital stock of Global Genomics in
return for the issuance of a maximum of approximately 9,963,000 shares of CytRx
Common Stock. CytRx intends to change its name to Global Genomics, Inc. upon
completion of the merger.
Steven A. Kriegsman, Chairman and founder of Global Genomics, will become
President and CEO, and a director of the combined company once the merger is
completed. Jack J.
Luchese, current President and CEO of CytRx, will remain as President and CEO
through the merger transition.
Following the merger, the Board of Directors of the company will have three
members from the board of CytRx: Dr. Max Link, former CEO of Corange U.S.
Holdings, Inc. and former Chairman and CEO of Sandoz Pharma Ltd.; Herbert H.
McDade, Jr., former President of Armour Pharmaceutical Corporation and former
President of the Revlon Healthcare Group; and Alexander L. Cappello, Chairman
and President of Cappello Group, Inc. There will also be three members from the
board of Global Genomics: Mr. Kriegsman, Louis J. Ignarro, Ph.D. - Nobel
Laureate in Medicine 1998, and one to be announced.
Dr. Link, Chairman of the CytRx Board of Directors, commented, "We would like to
thank Jack Luchese for his many contributions during his 13 years of service to
the company and for laying the groundwork for this important transaction." Mr.
Luchese commented, "Steve Kriegsman has an outstanding record of finding
exceptional opportunities in the biotech industry. I look forward to an exciting
future for Global Genomics."
Santa Monica based investment bank Cappello Capital Corp. served as the
financial advisor and introduced Global Genomics to CytRx. Gerard K. Cappello,
President and CEO of Cappello Capital Corp., commented, "We believe that CytRx's
shareholders stand to benefit by the combination of two powerful technology
platforms. With the entrance into the emerging genomics market, we expect that
Global Genomics will be targeting other technology and therapeutic drug
portfolios for acquisition or licensing."
Mr. Kriegsman stated, "We envision that the combination of genomics and
therapeutics is where biotechnology is headed. We intend to be in the forefront
of that movement."
About Global Genomics
Global Genomics. is a genomics holding company that currently has a forty
percent ownership interest in Blizzard Genomics, Inc in Minneapolis, Minnesota
and a five percent ownership interest in Psynomics, Inc., a central nervous
system genomics company in San Diego, CA. Blizzard Genomics, Inc. is developing
instrumentation, software, and consumable supplies (including patent-pending
"T-Chip" and "Contact" technologies) for the genomics industry. Global Genomics
expects that DNA chips will significantly impact a broad range of biomedical and
agricultural businesses. These include drug development, diagnostic testing,
forensics, environmental testing and plant biotechnology. Psynomics, Inc. is a
genomics company developing technology for the treatment of neuropsychiatric
diseases and has rights to access a significant database of patient data and
corresponding tissue samples. The board of directors and scientific advisory
board of Global Genomics are comprised of individuals who have significant
experience in the fields of genomics, healthcare, medicine, banking and finance.
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About CytRx Corporation
CytRx Corporation is a biopharmaceutical company focused on the development and
commercialization of high-value human therapeutics. The Company's current
research and development activities include CRL-5861, an intravenous agent for
treatment of sickle cell disease and other acute vaso-occlusive disorders, and
TranzFect, a delivery technology for DNA-based vaccines. CytRx has licensed
TranzFect to Merck & Co., Inc. (NYSE: MRK) for use in Merck's efforts to
development DNA-based vaccines for HIV and three other infectious diseases. All
other uses of TranzFect for enhancement of viral or non-viral delivery of
polynucleotides (such as DNA and RNA) were recently licensed to Vical,
Incorporated (NasdaqNM: VICL). CytRx has a research pipeline in the areas of
muscular dystrophy, cancer, spinal cord injury, vaccine delivery, gene therapy
and food animal feed additives.
CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, that involve
risks and uncertainties that could cause actual events or results to differ
materially from the events or results described in the forward-looking
statements, including risks or uncertainties related to the proposed merger not
being completed, the integration of CytRx and Global Genomics, available
financing for continued operations and the company's inability to successfully
develop and market its technology. Additional uncertainties and risks are
described in the CytRx's most recently filed SEC documents, such as its most
recent annual report on Form 10-K, all quarterly reports on Form 10-Q and any
current reports on Form 8-K filed since the date of the last Form 10-K. All
forward-looking statements are based upon information available to CytRx on the
date the statements are first published. CytRx undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, CytRx will file a proxy statement with
the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IMPORTANT
INFORMATION WILL BE CONTAINED THEREIN. Investors and security holders may obtain
a free copy of the proxy statement (when available) and other documents filed by
CytRx with the Commission at the Commission's web site at http://www.sec.gov.
Free copies of the proxy statement, once available, and CytRx's other filings
with the Commission may also be obtained from CytRx by directing a request to
CytRx Corporation, 154 Technology Parkway, Norcross, Georgia 30092, Attn: Mark
W. Reynolds.
PARTICIPANTS IN THE SOLICITATION
CytRx and its directors, executive officers and other members of its management
may be soliciting proxies from CytRx stockholders in favor of the issuance of
shares of CytRx
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common stock in the merger. Information concerning persons who may be considered
participants in the solicitation of CytRx's stockholders under the rules of the
Commission is set forth in public filings filed by CytRx with the Commission and
will be set forth in the proxy statement when it is filed with the Commission.
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