On January 5, 2017, the following communications were emailed to investors by OncoGenex Pharmaceuticals, Inc.:
Email 1
[Contact.FirstName],
I am writing to let you know that OncoGenex (OGXI) and privately-held Achieve Life Science announced today that they have entered into a definitive merger agreement under which OncoGenex will acquire Achieve in an all-stock transaction. Terms and additional disclosures regarding the agreement can be found in the press release issued today:
www.prnewswire.com/news-releases/...r-agreement-300386680.html
As a reminder, OncoGenex will be attending the JP Morgan Healthcare Conference next week so please let me know if you are interested in scheduling a time to meet with members of the management team.
Happy New Year and Kind Regards,
Jim DeNike
OncoGenex
Email 2
Hi ,
As you can see from the attached press release issued today after the market closed, we announced the signing of a definitive merger agreement with Achieve Life Science, a clinical stage, privately-held company focused on the development of a smoking cessation product. I recognize this is very late notice, but wondering if you might have time in your schedule to meet with us at JPM next week? Monday or Tuesday would be best for us. Jim DeNike, copied on this email is coordinating the schedule on our side.
Regards,
Scott Cormack
President & Chief Executive Officer
Important Additional Information About the Merger
This communication is being made in respect of the proposed merger involving OncoGenex Pharmaceuticals, Inc. and Achieve Life Science, Inc. OncoGenex will file with the Securities and Exchange Commission, or SEC, a current report on Form 8-K, which will include the merger agreement and related documents. In addition, OncoGenex intends to file a registration statement on Form S-4 with the SEC, which will contain a joint proxy statement/prospectus and other relevant materials, and plans to file with the SEC other documents regarding the proposed transaction. The final joint proxy statement/prospectus will be sent to the stockholders of OncoGenex and Achieve. The joint proxy statement/prospectus will contain information about OncoGenex, Achieve, the proposed merger and related matters. STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER AND RELATED MATTERS. In addition to receiving the joint proxy statement/prospectus and proxy card by mail, stockholders will also be able to obtain the joint proxy statement/prospectus, as well as other filings containing information about OncoGenex, without charge, from the SEC’s website ( www.sec.gov ) or, without charge, by directing a written request to: OncoGenex Pharmaceuticals, Inc., 19820 North Creek Parkway, Suite 201, Bothell, WA 98011, Attention: Investor Relations or to Achieve Life Science, Inc., 30 Sunnyside Avenue, Mill Valley, CA 94941, Attention: Rick Stewart.
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