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Biotech / Medical : Genomic Solutions-naz{GNSL} -- Ignore unavailable to you. Want to Upgrade?

To: Secret_Agent_Man who wrote (41)	12/20/2000 8:50:39 AM
From: smh	Read Replies (1) \| Respond to of 93

Wednesday December 20, 7:59 am Eastern Time Press Release SOURCE: Genomic Solutions Inc. Major Research Organizations Designate Genomic Solutions for Large-Scale Proteomic Research Services ANN ARBOR, Mich., Dec. 20 /PRNewswire/ -- Genomic Solutions Inc. (Nasdaq: GNSL - news), a leading, worldwide supplier of automated solutions for genomic and proteomic research, announces that several major pharmaceutical, biotechnology and academic organizations have contracted specialized research needs to Genomic Solutions' new Proteomic Research Center. These organizations include Duke University, Durham, North Carolina, and the Josephine Ford Cancer Center, Henry Ford Health System, Detroit, Michigan. (Photo: newscom.com ) ``We are pleased these major research organizations have entrusted major portions of their proteomics research work to our Proteomic Research Center specialists,'' says Michael Pisano, Ph.D., Vice President, Proteomic Research and Development at Genomic Solutions. ``Center personnel possess expertise in all areas of proteomics, from front-end separation to sophisticated mass spectrometry. Our staff scientists are able to provide the necessary protein data to help the researcher identify potential therapeutic targets and/or biomarkers.'' According to Pisano, the 7,000-square-foot facility, located at Genomic Solutions' Ann Arbor, Michigan headquarters, can handle all aspects of proteomics work. Starting with raw tissue samples provided by customers, the Center's labs can accomplish everything from prefractionation through identification of proteins and determination of posttranslational modifications. Because the lab utilizes a high-throughput, automated process, the work can be done very quickly. Automation makes it possible for customers to examine a large number of proteins -- volume that was not possible using previous, manual methods. System automation also makes this a highly reproducible process. The Center features the latest instrumentation and robotics offered by Genomic Solutions in its ``full circle'' of integrated research tools for high throughput proteomics. Currently, the Center utilizes the complete Investigator(TM) Proteomic System. Genomic Solutions has designed the System to automate and enhance the throughput of proteomic studies. The System includes 2-D electrophoresis with tube IPG or tube gel option, imager and HT analyzer software; ProPic(TM) excision robot for imaging and picking SYPRO® Ruby stained gels, as well as Coomassie® Blue and Silver stained gels; ProGest(TM) digestion robot and the ProMS(TM) MALDI prep station. The Investigator System works with mass spectrometers from all major manufacturers. The GNSL facility utilizes mass spec units supplied by PEBio/Applied Bio, MicroMass and ThermoQuest. The Proteomic Research Center also uses Protein Warehouse(TM), Genomic Solutions' proprietary software program that integrates data from each component of the Investigator system. Genomic Solutions Inc. designs, develops, manufactures, markets and sells instruments, software, consumables and services used to determine the activity level of genes and to isolate, identify and characterize proteins. The company's products and systems enable researchers to perform complex, high volume experiments at a lower cost and in less time than traditional techniques. As a result, Genomic Solutions products and systems facilitate more rapid and less expensive drug discovery. Genomic Solutions markets products through its corporate headquarters in Ann Arbor, Michigan USA, and offices in the United Kingdom and Japan. Remaining worldwide distribution is provided by PerkinElmer Life Sciences through a strategic alliance with Genomic Solutions. The two companies also cooperate to sell co-branded products and collaborate to leverage their intellectual property and technologies.

To: Secret_Agent_Man who wrote (41)	12/23/2000 8:26:55 PM
From: smh	Read Replies (1) \| Respond to of 93

The plunge in share price raises concern about the unusual call provisions associated with GNSL common. From 2/11/00 prospectus; ----------------------- Call Rights The terms of the callable common stock and PerkinElmer’s call right are set forth in the second amended and restated certificate and the related governance agreement. The callable common stock together with all securities convertible into callable common stock may be redeemed, in whole, but not in part, only at the direction of PerkinElmer. PerkinElmer’s right to cause us to redeem our callable stock for a two year period can first be exercised on the earlier of 181 days following completion of this offering or 270 days after January 27, 2000. Article V of the certificate provides that the redemption price on any date of redemption shall be the greater of: - 120% of the 30 trading day trailing average closing price of our callable common stock ending on the day before PerkinElmer notifies us to exercise the right; - 120% of the last reported sales price per share on the trading day before PerkinElmer notifies us to exercise the right; or - the following price per share based on the number of days that have elapsed after the date PerkinElmer first can exercise its right to cause us to redeem our callable common stock (i) $6.75 for one through 182 days (ii) $7.00 for 183 through 365 days (iii) $7.50 for 366 through 548 days and (iv) $8.00 for 549 through 730 days. In the event our board receives a bona fide firm acquisition proposal that is not subject to further due diligence and not subject to any financing contingency, at a price that our board is prepared to accept, the purchase price per share will be the price set forth in the acquisition proposal, whether higher or lower than the price described above. In addition, if we receive such an acquisition proposal and PerkinElmer does not exercise its call right within five business days of receipt of the acquisition proposal, PerkinElmer may not exercise its right until the earlier of (a) the withdrawal or rejection of the acquisition proposal, (b) the modification of the price or value of the acquisition proposal in a manner adverse to us or to our stockholders; or (c) the 180th day after the receipt of the acquisition proposal. ------------------------------------------------- The two year call period began on 10/23/00. Lockup ended on 11/1/00 and the stock price has fallen steadily since (presumably aided by resulting tax loss selling). The 30 day trailing average is now about $9.5 and will be dropping rapidly unless we see a dramatic recovery when tax selling ends. Fortunately, the call price has a floor of $6.75, which will control if the 30 day average falls below 5.625 (5.625 x 120% = 6.75). It seems to me that PerkinElmer is unlikely to ever get a better chance to exercise its option. They should have little trouble in holding the price down if they choose to do so. There may be reasons for PE not to order the call, but I don't see them. The arguments on the other message boards seem weak. It looks like they have the opportunity to get GNSL at a substantially undervalued price. Comments? Merry Christmas All SMH