Intrexon Announces Distribution Ratio for Distribution of ZIOPHARM Shares

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Intrexon Corporation ("Intrexon")
XON
, a leader in synthetic biology, today announced that it has determined the final distribution ratio relating to its previously announced distribution of all of its 17,830,305 shares of ZIOPHARM Oncology, Inc. ("ZIOPHARM")
ZIOP
common stock on or about June 12, 2015, the distribution date, as a pro rata dividend on shares of Intrexon common stock, and on warrants to purchase shares of Intrexon common stock ("Warrants"), outstanding on June 4, 2015, the record date. Based on the number of Intrexon shares outstanding and shares deliverable under Warrants as of the record date, holders of Intrexon common stock will receive 0.162203 shares of ZIOPHARM common stock in the distribution with respect to each outstanding share of Intrexon common stock they own at the close of business on the record date, and holders of Warrants will receive 0.162203 shares of ZIOPHARM common stock in the distribution with respect to each share of Intrexon common stock deliverable under the Warrants they hold at the close of business on the record date. Fractional shares of ZIOPHARM common stock will not be distributed to Intrexon shareholders or Warrant holders. Instead, the fractional shares of ZIOPHARM common stock will be aggregated and sold back to ZIOPHARM, with the net proceeds distributed pro rata in the form of cash payments to Intrexon shareholders and Warrant holders who would otherwise receive ZIOPHARM fractional shares. The distribution of the shares of ZIOPHARM common stock is expected to be partially taxable for U.S. federal income tax purposes. Intrexon shareholders and Warrant holders should consult their tax advisors with respect to U.S. federal, state, local and foreign tax consequences of the distribution, including, without limitation, the potential imposition of withholding taxes on the distribution of ZIOPHARM common stock. The distribution of shares of ZIOPHARM common stock will be made in book entry form, and no physical share certificates of ZIOPHARM will be issued. An information statement describing the distribution will be filed with the Securities and Exchange Commission and can be found at the SEC's website (http://www.sec.gov). Intrexon shareholders will not be required to pay cash or other consideration for the shares of ZIOPHARM common stock to be distributed to them or to surrender or exchange their shares of Intrexon common stock to receive the distribution. When the distribution is complete, Intrexon will no longer own shares of ZIOPHARM common stock. Intrexon's operating and financial interest in ZIOPHARM through their Exclusive Channel Collaboration Agreement of 2011, as amended, however, shall remain intact and unimpacted by this dividend of shares. Intrexon common stock trades on the New York Stock Exchange under the symbol "XON." ZIOPHARM common stock trades on NASDAQ under the symbol "ZIOP."
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