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Lexicon Announces Commencement of Rights Offering to Stockholders

THE WOODLANDS, Texas, Nov. 22, 2011 /PRNewswire/ -- Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX) announced today that it has commenced its previously announced rights offering pursuant to an effective registration statement and today began mailing a prospectus and other rights offering materials to its stockholders.

In the rights offering, stockholders will receive one non-transferable subscription right for every share of common stock owned as of November 21, 2011, which was the record date for the rights offering.  Each subscription right will entitle stockholders to purchase 0.427175 shares of common stock at a subscription price of $1.13 per share.  For example, a stockholder who owns 1,000 shares of common stock on the record date will be granted 1,000 subscription rights entitling the stockholder to purchase 427 shares of common stock (427.175 rounded down to the nearest whole share number) for an aggregate purchase price of $482.51.  Stockholders who exercise their basic subscription privilege in full may also exercise an over-subscription privilege to purchase additional shares that remain unsubscribed at the expiration of the rights offering, subject to availability and proration.  Lexicon is offering an aggregate of 144,247,542 shares of common stock in the rights offering and, if fully subscribed, aggregate gross proceeds to Lexicon will be approximately $163 million.

The subscription rights will be exercisable until 5:00 p.m., New York time, on December 22, 2011.  Lexicon may extend the rights offering period or cancel the rights offering at any time for any reason, with the consent of two of its largest stockholders, Invus, L.P. and Invus C.V.

Lexicon is conducting the rights offering at the election of Invus, L.P. and Invus C.V. pursuant to their contractual rights to require Lexicon to initiate a pro rata rights offering to its stockholders.  Invus, L.P. and Invus C.V. will be required to exercise their basic subscription privileges in full and purchase at least 68,868,892 shares of common stock in the rights offering, subject to certain customary closing conditions, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.  In light of the potential for the ownership percentage of Invus, L.P., Invus C.V. and their affiliates to increase to greater than 50% of Lexicon's outstanding common stock as a result of the rights offering, the parties have made the required filings for that purpose with the Premerger Notification Office of the Federal Trade Commission and the Antitrust Division of the Department of Justice.

Any questions from stockholders or requests for additional copies of the prospectus supplement and accompanying prospectus or other rights offering materials may be directed to BNY Mellon Shareowner Services, the information agent for the rights offering, at (800) 777-3674 from within the United States, Canada or Puerto Rico, or at (201) 680-6579 from outside the United States.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale is not permitted.  The offering of securities in the rights offering will be made only by means of the prospectus supplement and accompanying prospectus, copies of which may be obtained from BNY Mellon Shareowner Services as indicated above.

About Lexicon

Lexicon is a biopharmaceutical company focused on discovering breakthrough treatments for human disease.  Lexicon currently has four drug programs in mid-stage development for diabetes, irritable bowel syndrome, carcinoid syndrome and rheumatoid arthritis, all of which were discovered by Lexicon's research team.

Safe Harbor Statement

This press release contains "forward-looking statements," including statements relating to Lexicon's expectations regarding the completion, timing and size of the rights offering.  Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements.  Words such as "anticipated," "will," "proposed" and similar expressions are intended to identify these forward-looking statements.  There are a number of important factors that could cause Lexicon's results to differ materially from those indicated by these forward-looking statements, including risks and uncertainties related to market conditions and the satisfaction of customary closing conditions related to the rights offering.  There can be no assurance that Lexicon will be able to complete the rights offering on the anticipated terms, or at all.  Additional risks and uncertainties relating to the rights offering, Lexicon and its business can be found under the headings "Factors Affecting Forward Looking Statements" and "Risk Factors" in Lexicon's annual report on Form 10-K for the year ended December 31, 2010, as filed with the Securities and Exchange Commission, in Lexicon's other filings with the Securities and Exchange Commission and under the heading "Risk Factors" in the final prospectus supplement relating to the rights offering to be filed with the Securities and Exchange Commission.  Unless required by applicable law, Lexicon undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Lexicon Pharmaceuticals, Inc.
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