Item 2.01. Completion of Disposition of Assets
On June 12, 2006, Discovery Partners International, Inc. ("Discovery Partners"), Galapagos NV ("Galapagos"), a Belgian corporation, and Biofocus Inc. ("Biofocus"), an Ohio corporation and wholly-owned subsidiary of Galapagos, entered into a Stock and Asset Purchase Agreement, which was subsequently amended by the parties on July 5, 2006. The transactions contemplated by the Stock and Asset Purchase Agreement closed on July 5, 2006. In connection with these transactions, Galapagos or Biofocus acquired all of the outstanding equity interests or capital stock of Discovery Partners International AG, a Swiss corporation, ChemRx Advanced Technologies, Inc., a Delaware corporation, Xenometrix, Inc., a Delaware corporation, and Discovery Partners International, L.L.C., a Delaware limited liability company, each of which are Discovery Partners' subsidiaries. Biofocus or an affiliate of Biofocus also acquired, or will acquire, certain specified assets that were or are held at the Discovery Partners parent level, such as certain items of Discovery Partners' intellectual property and Discovery Partners' information technology infrastructure, financial/accounting infrastructure, office furniture and other associated equipment, as well as certain contracts that were or are held at the Discovery Partners parent level and were or will be assigned to Biofocus or the applicable Biofocus affiliate, such as Discovery Partners' lease for its San Diego facility, its patent license agreement with Abbott Labs, Incorporated and its agreement with The National Institutes of Mental Health. Under the Stock and Asset Purchase Agreement, Galapagos and Biofocus paid $5.4 million in cash for the stock and assets acquired, with adjustments based on specified working capital balances and Discovery Partners International AG's cash balances as of June 30, 2006, and agreed to assume all related liabilities.
A copy of Discovery Partners' press release announcing the closing of the transactions described above, dated July 5, 2006, is attached as Exhibit 99.1 to this Current Report and incorporated herein by reference.
---------------
Now a seventh inning stretch?
Kind of a long and boring game this--no hits, but no errors.
And the outcome for INFI stock and IPI-504 will go extra innings probably. This is why I do not follow baseball I think. |
