Some excerpts from the 424b2 filing:
Regarding the purchase price of Hybrigene:
On January 22, 1999, ABT completed the acquisition of 100% of the issued
and outstanding share capital of HybriGene, LLC, an Indiana limited liability
company, from Thomas K. Hodges, Halina K. Hodges, individuals, and Bill L. Rose,
L.L.C., an Oregon limited liability company, pursuant to the terms of a stock
purchase agreement dated January 22, 1999. HybriGene, LLC has been engaged in
research and development concerning the use of genetic technology in the farming
industry. The aggregate purchase price was $11.5 million, paid as follows:
Thomas and Halina Hodges - $9.5 million in the form of 515,000 shares of ABT's
common stock; Bill L. Rose, L.L.C. - $100,000 in cash and $1.9 million in the
form of 103,012 shares of ABT's common stock. The shares of common stock were
registered for resale as part of this registration statement and may be resold,
subject to the terms of a lock-up agreement between the selling shareholders and
ABT, under the prospectus being supplemented hereby. See "Recent Developments
and Web Site Disclosures."
On January 25, 1999, ABT announced that it had purchased all the
outstanding shares of HybriGene, LLC, a biotechnology company with an extensive
patent estate involving site specific recombination technology originally
developed at Purdue University. In addition, as part of the transaction, ABT
acquired exclusive, worldwide rights to use the technology in all crops,
species, applications and geographies. Included in the technology acquired are
four promoters, DNA sequences used to "turn on" genes by providing a gene with
instructions regarding when in development and where in the plant they will be
active. One promoter results in constitutive gene expression (activity in most
tissues) at a very high level (believed equal to or better than the CAMV 35S
promoter, which is the current industry standard). The biotechnology that ABT
has acquired through the purchase of HybriGene and the associated exclusive
worldwide licenses for all applications has at minimum two broad applications.
It provides a method for developing male sterility in plants (male sterility
means not capable of reproduction because no viable pollen is produced); these
male sterile plants can be used to create hybrids of any plant species. The
second broad application of the technology provides an alternative way of
regulating gene activity. As part of this agreement, ABT has formed a broad
research alliance with Pure Seed Testing for development of transgenic
bentgrass, bluegrass and other turf species using both parties germplasm. The
exclusive stable of patents when developed will provide male sterile plants,
which will carry genes for herbicide resistance, disease resistance and other
valuable traits to protect plants. Each party will have the ability to
eventually market proprietary varieties that have been transformed with new
traits. |
