>>BioVeris Completes Merger With Roche
Last update: 6/26/2007 11:14:00 AM
GAITHERSBURG, Md., June 26, 2007 /PRNewswire-FirstCall via COMTEX/ -- BioVeris Corporation (BIOV) announced today that on June 25, 2007, at a Special Meeting of Stockholders, the Company's stockholders voted to approve Roche's acquisition of BioVeris, and that the transaction was completed earlier today.
The acquisition will allow Roche Diagnostics to expand its immunochemistry business from the human diagnostic field into new market segments such as life science research, life science development, patient self testing, veterinary testing, drug discovery, drug development and clinical trials. By acquiring BioVeris, Roche will own the complete patent estate of the electrochemiluminescence (ECL) technology deployed in its Elecsys product line which gives Roche Diagnostics the opportunity to fully exploit the entire immunochemistry market.
Samuel J. Wohlstadter, former Chairman and Chief Executive Officer of BioVeris, said: "I am extremely pleased that this transaction was successfully completed. I want to thank all of BioVeris' customers, stockholders and employees for their support throughout this process."
In connection with the transaction, two newly formed entities established by Mr. Wohlstadter purchased from BioVeris rights to certain intellectual property and related assets associated with BioVeris's vaccines research and a non-exclusive limited license to use the ECL technology. These transactions with Mr. Wohlstadter were approved by a Special Committee of independent directors of BioVeris's board.
Based on the results of the voting at the special meeting of BioVeris stockholders, approximately 92% of the shares of BioVeris Common Stock and 100% of the shares of Series B Preferred Stock present and voting, in person or by proxy, at the special meeting voted in favor of the Merger Agreement. The number of shares that voted to approve the Merger represents approximately 72% of the total number of outstanding shares of BioVeris Common Stock and 100% of the Series B Preferred Stock outstanding and entitled to vote as of May 17, 2007, the record date for the special meeting.
BioVeris has notified the NASDAQ Global Market of the closing of the transaction and expects that no further trading in BioVeris stock will occur after today and that its shares will no longer be listed. Roche has appointed Computershare Inc. as paying agent, and, as soon as practicable, will mail a letter of transmittal and instructions to all BioVeris stockholders of record. The letter of transmittal and instructions will contain information on how to surrender stock certificates representing shares of BioVeris Common Stock in exchange for $21.50 per share, without interest. BioVeris' stockholders of record should wait until they receive the letter of transmittal before surrendering their stock certificates. Stockholders who hold shares through a bank or broker will not have to take any action to have their shares exchanged for the merger consideration as such exchanges will be handled by the bank or broker.<<
Guess that officially closes the thread.
Cheers, Tuck |
