Pharmacopeia Declares Dividend to Effect Spin-Off of Pharmacopeia
Drug Discovery
PRINCETON, N.J., April 14 /PRNewswire-FirstCall/ -- Pharmacopeia, Inc. today
announced that its Board of Directors declared a dividend of all of the
outstanding shares of common stock of Pharmacopeia Drug Discovery, Inc. (PDD),
the drug discovery business being spun off by Pharmacopeia. The dividend will
be distributed to Pharmacopeia stockholders at the ratio of one share of PDD
common stock for every two shares of Pharmacopeia common stock held. The
dividend is expected to be payable on April 30, 2004 to Pharmacopeia
stockholders of record as of the close of business on April 16, 2004.
The actual number of shares of Pharmacopeia Drug Discovery common stock to be
distributed will be based on the number of shares of Pharmacopeia common stock
outstanding as of the close of business on April 16, 2004. Fractional shares
will not be distributed but will be aggregated and sold in the public market.
The net cash proceeds of these sales will be distributed ratably to those
stockholders who would have otherwise received fractional shares. Since the
dividend will be paid in book-entry form, physical stock certificates will be
issued only upon request.
The dividend is intended to qualify as a tax-free distribution to Pharmacopeia
stockholders for U.S. federal income tax purposes (except for cash received in
lieu of any fractional share interest). Payment of the dividend is subject to
the satisfaction or waiver of certain conditions, including Pharmacopeia's
receiving an opinion of counsel regarding the tax- free nature of the
distribution, as well as Pharmacopeia Drug Discovery's registration statement
on Form 10 being declared effective by the Securities and Exchange Commission.
Pharmacopeia Drug Discovery has filed an application to list shares of its
common stock on The Nasdaq National Market under the symbol "PCOP" upon the
completion of the spin-off. Pharmacopeia will continue to trade under the
symbol "ACCL" after the distribution and, subject to stockholder approval at
its upcoming annual meeting, the company will change its name to "Accelrys,
Inc." to better reflect its focus on the software business.
Pharmacopeia (http://www.pharmacopeia.com/) is a leader in enabling science and
technology that accelerates and improves the drug discovery and chemical
development processes. Pharmacopeia's Drug Discovery business (PDD) integrates
proprietary small molecule combinatorial and medicinal chemistry,
high-throughput screening, in-vitro pharmacology, computational methods and
informatics to discover and optimize lead compounds. Pharmacopeia's software
subsidiary, Accelrys, develops and commercializes molecular modeling and
simulation software for the life sciences and materials research markets,
cheminformatics and decision support systems, and bioinformatics tools
including gene sequence analysis. Pharmacopeia is headquartered in Princeton,
New Jersey.
Contact:
John J. Hanlon
Chief Financial Officer
(609) 452-3600
When used anywhere in this document, the words "expects," "believes,"
"anticipates," "estimates" and similar expressions are intended to identify
forward-looking statements. Forward-looking statements herein may include
statements addressing future financial and operating results of Pharmacopeia. Pharmacopeia has based these forward-looking statements on its current
expectations about future events. Such statements are subject to risks and
uncertainties including, but not limited to, the successful implementation of
Pharmacopeia's strategic plans, the acceptance of new products, the
obsolescence of existing products, the resolution of existing and potential
future patent issues, additional competition, changes in economic conditions,
completion of the spin-off of PDD and other risks described in documents
Pharmacopeia has filed with the Securities and Exchange Commission, including
its most recent report on Form 10-K and subsequent reports on Form 10-Q. All
forward-looking statements in this document are qualified entirely by the
cautionary statements included in this document and such filings. These risks
and uncertainties could cause actual results to differ materially from results
expressed or implied by forward-looking statements contained in this document. These forward-looking statements speak only as of the date of this document. Pharmacopeia disclaims any undertaking to publicly update or revise any
forward-looking statements contained herein to reflect any change in its
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based. DATASOURCE: Pharmacopeia, Inc.
CONTACT: John J. Hanlon, Chief Financial Officer, Pharmacopeia, +1-609-452-3600, Web site: http://www.pharmacopeia.com/
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