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


To: smh who wrote (63)4/14/2001 4:07:24 PM
From: David K.  Respond to of 93
 
I was looking at Genomic Solutions last month. Now that is has dropped close to its cash level, I am thinking of buying. Can anyone explain the reasons for this decline below $2? It appears to be a good buy. I assume that they will be making money soon. Thanks in advance for any feedback.



To: smh who wrote (63)4/19/2001 10:24:07 AM
From: tuck  Respond to of 93
 
Big news; litigation ended, as well as PKI's call right!

>>Thursday April 19, 4:00 am Eastern Time

Press Release

Genomic Solutions and PerkinElmer Lawsuit Settlement Includes Termination of Call Option

ANN ARBOR, Mich.--(BW HealthWire)--April 19, 2001--Genomic Solutions Inc. (Nasdaq:GNSL - news), a leading global supplier of automated solutions for genomic and proteomic research, announced that Genomic Solutions and PerkinElmer Inc. (NYSE:PKI - news) have agreed to end the litigation between the two companies that had been pending in Delaware Chancery Court.

PerkinElmer had sought declaratory relief to prevent Genomic Solutions from entering into a transaction with a third party that, had the transaction been completed, would have eliminated PerkinElmer's call right on Genomic Solutions callable common stock.

The parties have entered into an agreement that ends all litigation and settles all disputes between them. As part of the settlement, Genomic Solutions has purchased 873,016 shares, or about 69 percent of the total shares of Genomic Solutions common stock held by PerkinElmer, at PerkinElmer's original purchase price.

As a result, PerkinElmer's right to acquire Genomic Solutions callable common stock automatically terminates, and all outstanding callable common shares of Genomic Solutions automatically convert into shares of common stock.

``PerkinElmer is an important strategic partner for Genomic Solutions, and we are pleased to end this litigation in a manner that is constructive for both parties,'' said Jeffrey S. Williams, president and chief executive officer of Genomic Solutions. ``It became increasingly clear to us after our IPO last year that eliminating the call option on our company was a strategic necessity.

``We believe we are now in an improved position to implement our business plan, and we are glad that certain institutional and other investors who are restricted from purchasing callable common stock, a nontraditional security, will no longer be prohibited from investing in our company. Also, with PerkinElmer retaining approximately 1.6 percent of Genomic Solutions common stock, its objectives are directly aligned with the objectives of all our shareholders,'' Williams continued.

According to Patrik O. Dahlen, president of PerkinElmer Life Sciences: ``We are glad to resolve this situation in such a positive manner. Owing to the enhanced distribution relationship between the two companies, Genomic Solutions has become an increasingly important partner for PerkinElmer. We are pleased to have settled the litigation in a way that really strengthens our business relationship.''

Pursuant to Genomic Solutions' certificate of incorporation, PerkinElmer had the right to cause Genomic Solutions to redeem its callable common stock for a period of two years beginning on Oct. 23, 2000. As the sole shareholder of Genomic Solutions common stock, if PerkinElmer had caused Genomic Solutions to redeem its callable common stock, PerkinElmer would have been the sole shareholder of Genomic Solutions.

A more complete description of PerkinElmer's call right is described in Genomic Solutions' filings with the Securities and Exchange Commission referenced below. As set forth in Genomic Solutions' Certificate of Incorporation, PerkinElmer's call right terminates in the event that PerkinElmer sells more than 50 percent of the shares of Genomic Solutions common stock held by PerkinElmer at the time Genomic Solutions completed its initial public offering.

As PerkinElmer has sold approximately 69 percent of its shares of Genomic Solutions common stock, PerkinElmer's call right has terminated. As a result, each share of Genomic Solutions callable common stock automatically converts into one share of common stock.<<

snip

That has to mean a charge for buying all those shares at the original price, but this is a good outcome, otherwise.

Cheers, Tuck



To: smh who wrote (63)4/19/2001 10:31:27 AM
From: tuck  Read Replies (1) | Respond to of 93
 
GNSL reports the quarter, though the CC is not for several days (a little strange). This is a miss, as foreign sales disappointed, dampening the good legal news. Note modified distributuion agreement with PKI. Hopefully these two will refocus on biz. PKI reported an excellent quarter this morning.

>>Genomic Solutions Reports Increased Revenue

Strengthens Distribution Relationship With PerkinElmer

ANN ARBOR, Mich.--(BW HealthWire)--April 19, 2001--Genomic Solutions Inc. (Nasdaq:GNSL - news), a leading global supplier of automated solutions for genomic and proteomic research, today announced financial results for the three months ended March 31, 2001, and a strengthened distribution agreement with its marketing partner, PerkinElmer, Inc. (NYSE:PKI - news).

Revenue for the first quarter of 2001 reached $4.4 million, up 10% over $4.0 million in the first quarter of 2000. The net loss for the three months ended March 31, 2001 was $3.0 million, or $0.12 per share, compared with a net loss of $3.9 million, or $1.14 per share, for the quarter ended March 31, 2000.

The loss per share for the 2000 quarter excludes a non-cash common stock warrant charge of $2.3 million, and a non-cash deemed dividend on issuance of preferred stock of $8 million. Including such charges, the net loss attributable to common stockholders for the first quarter of 2000 was $4.14 per share.

``While our financial results for the quarter were below our expectations, we remain confident about our growth prospects and the value we are creating through successful implementation of our business plan,'' stated Jeffery S. Williams, President and CEO of Genomic Solutions.

``We were pleased with the revenue generated by our direct sales efforts in the United States and Japan, but we were disappointed with sales in Europe and the rest of Asia, which caused us to miss expectations for the quarter. Revenues generated by Genomic Solutions' direct sales force in the United States remained strong, with an increase of 55% in the first quarter of 2001 as compared to the first quarter of 2000,'' Williams continued.

PerkinElmer has been the exclusive distributor of Genomic Solutions products outside the United States, Japan and the United Kingdom since December 1999.

Williams continued, ``Although we were disappointed with first quarter sales, we believe PerkinElmer will be able to build significant sales and support capability for our products for the long term. We remain convinced that PerkinElmer is the best distribution partner in these markets, and we are committed to working with them to maximize the sales potential for our products outside of the United States and Japan.

``Therefore, we are pleased that we have modified our current distribution agreement with PerkinElmer to enhance and expand the distribution of our products. We believe this enhanced agreement will enable PerkinElmer to more effectively sell and support Genomic Solutions products following a relatively short transition period.''

As part of the expanded agreement, PerkinElmer will assume sales, marketing and support responsibility for the United Kingdom, while Genomic Solutions will maintain its direct distribution, sales and support activities in the United States and Japan. In addition, PerkinElmer has agreed to stricter minimum sales requirements as part of the amended distribution agreement, which has now been extended through Dec. 31, 2002.

In addition, PerkinElmer will sell Genomic Solutions' GeneMAP(TM) preprinted microarrays worldwide. Shannon Richey, Genomic Solutions' Vice President, Genomic Business Unit, commented: ``We are pleased PerkinElmer Life Science will sell GeneMAP arrays in cooperation with our direct sales representatives in the United States and Japan. PerkinElmer has a large global sales force dedicated to selling microarrays and associated consumables that we believe will lead to incremental GeneMAP sales.''

According to Patrik O. Dahlen, President of PerkinElmer Life Sciences: ``We believe Genomic Solutions has developed a very broad and competitive range of DNA microarray and proteomic systems and products. I am pleased with the enhanced distribution relationship.''

As a result of these recent developments, Genomic Solutions expects revenue for the second quarter of 2001 to grow approximately 20% as compared to the second quarter of 2000, and revenue for the third and fourth quarter of 2001 to grow between 40% and 50% as compared to 2000.

In addition, the company projects a net loss per share for the remainder of the fiscal year as follows: for the second quarter between $0.10 and $0.12 net loss per share, excluding the accounting effect of the repurchase of approximately 69% of the total shares of Genomic Solutions common stock held by PerkinElmer; for the third quarter between $0.06 and $0.08 net loss per share; and for the fourth quarter 2001 between $0.04 and $0.07 net loss per share.<<

snip

Cheers, Tuck