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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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