Date: September 11, 2011
To: Holders of options to purchase shares of TargetRx common stock
Subject: Option Termination Notice and Opportunity to Exercise
Dear All,
Enclosed please find and review a document entitled “Option Termination Notice and Opportunity to Exercise”. The document is self-explanatory but this email communication will highlight a few key summary points, as follows.
1. TargetRx, Inc. is in the final stages of being acquired. Once finalized, the newly merged company should provide a more robust platform for future business success and growth.
2. Proceeds from the pending transaction will first be used to satisfy certain corporate obligations including those to creditors and subsequently to preferred stockholders.
3. It is important to note that the total proceeds from the pending transaction will not be sufficient to pay the holders of the Company’s preferred stock in full. This means that funds will not be available to distribute to any shareholders of the company’s common stock.
4. As per the terms of the company’s current Stock Incentive Plan, it is a requirement that, immediately prior to the completion of the pending merger, all options to acquire shares of the Company’s common stock will become fully-vested and exercisable.
5. Accordingly, the purpose of this communication is to alert you that your options to acquire shares of the Company’s common stock are now fully vested and are exercisable. In addition, any such options that are not exercised by 10:00 am Eastern Time on Monday, September 12, 2011, will be cancelled.
6. It is most important that you recognize that all of your common stock options will be out of the money (i.e., the exercise price you would need to pay will exceed the amount payable under the Merger Agreement with respect to such shares). Therefore, while you have the opportunity to exercise your stock options by completing the election notice provided in the enclosed document, it will not make practical, financial sense to do so.
Note to all option holders: We will gather together for a brief meeting at 9:00 am on Monday morning, September 12, 2011 at TargetRx offices (address below) to reinforce the key points of this communication and answer any questions you may have that we are at liberty to discuss prior to closing of the pending merger. The sale of TargetRx will mark the beginning of an important new chapter, one in which we are hopeful that the Company’s significant assets (our products, our services and our employees!) can thrive. That is certainly our goal.
Thanks, as always, for your diligent work and loyal support.
Sincerely,
Craig Scott
To: Holders of options to purchase shares of TargetRx common stock
Subject: Option Termination Notice and Opportunity to Exercise
Dear All,
Enclosed please find and review a document entitled “Option Termination Notice and Opportunity to Exercise”. The document is self-explanatory but this email communication will highlight a few key summary points, as follows.
1. TargetRx, Inc. is in the final stages of being acquired. Once finalized, the newly merged company should provide a more robust platform for future business success and growth.
2. Proceeds from the pending transaction will first be used to satisfy certain corporate obligations including those to creditors and subsequently to preferred stockholders.
3. It is important to note that the total proceeds from the pending transaction will not be sufficient to pay the holders of the Company’s preferred stock in full. This means that funds will not be available to distribute to any shareholders of the company’s common stock.
4. As per the terms of the company’s current Stock Incentive Plan, it is a requirement that, immediately prior to the completion of the pending merger, all options to acquire shares of the Company’s common stock will become fully-vested and exercisable.
5. Accordingly, the purpose of this communication is to alert you that your options to acquire shares of the Company’s common stock are now fully vested and are exercisable. In addition, any such options that are not exercised by 10:00 am Eastern Time on Monday, September 12, 2011, will be cancelled.
6. It is most important that you recognize that all of your common stock options will be out of the money (i.e., the exercise price you would need to pay will exceed the amount payable under the Merger Agreement with respect to such shares). Therefore, while you have the opportunity to exercise your stock options by completing the election notice provided in the enclosed document, it will not make practical, financial sense to do so.
Note to all option holders: We will gather together for a brief meeting at 9:00 am on Monday morning, September 12, 2011 at TargetRx offices (address below) to reinforce the key points of this communication and answer any questions you may have that we are at liberty to discuss prior to closing of the pending merger. The sale of TargetRx will mark the beginning of an important new chapter, one in which we are hopeful that the Company’s significant assets (our products, our services and our employees!) can thrive. That is certainly our goal.
Thanks, as always, for your diligent work and loyal support.
Sincerely,
Craig Scott