IGEN Sets Date for Special Stockholder Meeting
And Announces Mailing of Proxy
Statement/Prospectus
Tuesday January 13, 1:40 pm ET
GAITHERSBURG, Md., Jan. 13 /PRNewswire-FirstCall/ -- IGEN International, Inc.
(Nasdaq: IGEN - News) today announced that it will hold a special meeting of
stockholders on February 13, 2004 at which stockholders will be asked to vote to adopt
the previously announced merger agreement with Roche Holding Ltd. Stockholders will
also be asked to approve the proposed 2003 stock incentive plan for the IGEN spin-off
company, BioVeris Corporation. IGEN stockholders of record on December 18, 2003
are entitled to vote at the special meeting.
IGEN also announced that it expects to mail the definitive proxy statement/prospectus
regarding the transaction to IGEN stockholders entitled to vote on or about January 14, 2004.
The special stockholder meeting will be held at 10:00 AM EST on February 13, 2004
at The Four Seasons Hotel in Washington DC.
On July 24, 2003, IGEN and Roche jointly announced that they had entered into definitive
agreements under which Roche will acquire IGEN and IGEN will simultaneously distribute
the common stock of BioVeris Corporation to its stockholders. If the merger
agreement is adopted by IGEN stockholders, IGEN expects to complete the transaction
shortly after the special meeting. Following completion of the transaction, IGEN
stockholders will be entitled to receive $47.25 in cash, without interest, and one share
of BioVeris common stock for each share of IGEN common stock they own. BioVeris
common stock has been approved for quotation on The NASDAQ National Market®
under the symbol "BIOV."
Investors and security holders are urged to read the proxy statement/prospectus
regarding the transaction with Roche because it contains important information.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus and other documents filed by BioVeris and IGEN with the SEC at
the SEC's web site at www.sec.gov. The proxy statement/prospectus and these other
documents may also be obtained for free from IGEN by directing a request to IGEN
International, Inc., 16020 Industrial Drive, Gaithersburg, MD 20877, (301) 869-9800,
Attention: Secretary.
IGEN, its directors, and certain of its executive officers may be considered participants
in the solicitation of proxies in connection with the transaction with Roche. Information
about the directors and executive officers of IGEN and their ownership of IGEN stock is
set forth in IGEN's Proxy Statement filed July 29, 2003. Investors may obtain additional
information regarding the interests of such participants by reading the proxy
statement/prospectus.<snip> |
