Q: WHAT WILL I RECEIVE IN THE MERGER AND RELATED
TRANSACTIONS?
A: Upon completion of the merger and related
transactions, each outstanding share of IGEN common stock (other than shares
held by stockholders who validly exercise appraisal rights) will be converted
into the right to receive:
- $47.25 in cash, without interest; and
- one share of BioVeris common stock.
Q: WHAT ARE THE TAX CONSEQUENCES OF THE MERGER
AND RELATED TRANSACTIONS TO ME?
A: The receipt of cash and BioVeris common stock
pursuant to the merger should be treated as a single integrated transaction
for U.S. Federal income tax purposes. In general, each IGEN stockholder will
recognize gain or loss equal to the difference, if any, between:
- the sum of the amount of cash received plus the fair market value of the
BioVeris common stock received (valued at the time of the distribution of
shares of BioVeris common stock); and
- such stockholder's adjusted tax basis in its IGEN common stock immediately
prior to the merger.
Such gain or loss will generally be capital gain or loss, and generally will
be long-term capital gain or loss if the IGEN common stock exchanged in the
merger had been held for more than one year at the time of the merger.
The tax consequences of the merger and related transactions are complex and
may vary depending on your particular circumstances. In addition, the U.S.
Internal Revenue Service could contend, and a court might agree, that the
merger and related transactions should be characterized in a manner different
than that described above. You should carefully read the full section of this
proxy statement/prospectus regarding the U.S. Federal income tax consequences
of the merger and related transactions, and are urged to consult your own tax
advisors concerning the specific tax consequences to you of the merger and
related transactions, including any applicable Federal, state, local and
foreign tax consequences.
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