smh,
GNSL has just issued a response:
biz.yahoo.com
>>Genomic Solutions Comments On PerkinElmer Lawsuit
ANN ARBOR, Mich.--(BUSINESS WIRE)--Feb. 14, 2001--Genomic Solutions Inc. (Nasdaq NM: GNSL - news), a leading global supplier of automated solutions for genomic and proteomic research, today confirmed receipt of a lawsuit filed in Delaware Chancery Court on February 12, 2001, by PerkinElmer, Inc.
The lawsuit requests that the Delaware court interpret the terms of PerkinElmer's right, under the Company's Certificate of Incorporation, to require the Company to call and redeem all equity securities of Genomic Solutions not owned by PerkinElmer.(a) Naming the Company and its Directors, the suit alleges, among other things, that Genomic Solutions has sought to improperly impede or terminate PerkinElmer's call right, and to impose an improper financial penalty upon an exercise by PerkinElmer of that right. The complaint is in the context of a proposed transaction that Genomic Solutions was pursuing with an unnamed third party, which if completed without PerkinElmer exercising its right, would have the effect of terminating the right.
``We believe the PerkinElmer lawsuit is without merit, and that it misinterprets and misrepresents PerkinElmer's rights and we intend to defend our rights vigorously and aggressively,'' said Jeffrey S. Williams, president and chief executive officer of Genomic Solutions. ``Nevertheless, we look forward to resolving this situation equitably and quickly. Our separate relationship with PerkinElmer Life Sciences for distribution rights to sell our line of products outside the U.S., the U.K. and Japan is not the subject of, nor implicated in this lawsuit.''
Genomic Solutions Inc. designs, develops, manufactures, markets and sells instruments, software, consumables and services used to determine the activity level of genes and to isolate, identify and characterize proteins.
(a) A more complete description of PerkinElmer's call right is described in the Company's filings with the Securities and Exchange Commission referenced below.
Statements in this press release that are not strictly historical are ``forward-looking'' statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve a high degree of risk and uncertainty that exist in the Company's operations and business environment. Such statements are predictions only and actual events or results may differ materially from those projected in such forward-looking statements. Factors that could affect actual events or results include risks associated with performance under the Company's agreements with third parties, research and development progress, competitive products and the strength of the Company's patent portfolio. These factors and others are more fully described under ``Risk Factors'' in the Final Prospectus included in the Company's Registration Statement on Form S-1 (File No. 333-30246) as filed with the Securities and Exchange Commission and declared effective by the SEC on May 4, 2000, and in the Company's most recent quarterly report on Form 10-Q. The Company expressly disclaims any obligation or undertaking to release publicly any updates for revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions, or circumstances on which any such statements are based.<<
So much for talking to folks at trade shows!
Cheers, Tuck |
