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Biotech / Medical : Xenogen (XGEN) -- Ignore unavailable to you. Want to Upgrade?

To: tuck who wrote (43)	7/13/2006 9:31:09 AM
From: fred hayes	Read Replies (1) \| Respond to of 45

Tuck: Looks like deal is on. Can't reconcile this with the report on the Markman hearings. ---------- Caliper Life Sciences and Xenogen Announce Date of Stockholder Meetings Thursday July 13, 7:30 am ET Caliper Updates Full-Year Revenue Guidance Management to Host Conference Call Today at 9:00 a.m. EDT to Discuss Acquisition Timetable HOPKINTON, Mass. and ALAMEDA, Calif., July 13 /PRNewswire-FirstCall/ -- Caliper Life Sciences, Inc. (Nasdaq: CALP - News), a leading provider of products and services for drug discovery research, and Xenogen Corporation (Nasdaq: XGEN - News), a pioneer in biophotonic imaging, today announced that the S-4 registration statement-joint proxy statement for their previously announced pending merger was declared effective by the United States Securities and Exchange Commission on July 11, 2006, and that each company will hold a stockholder meeting on August 9, 2006. The record date for each company's stockholder meeting is the close of business on July 6, 2006. The primary purpose of these stockholder meetings is to approve the merger agreement between Xenogen and Caliper, in the case of the Xenogen stockholder meeting, and to approve the issuance of Caliper securities to the Xenogen stockholders and warrant holders pursuant to the pending merger, in the case of the Caliper stockholder meeting. In addition, at the Caliper stockholder meeting, Caliper's stockholders will be asked to approve an increase in Caliper's authorized common stock and, because this meeting will also serve as Caliper's regular annual stockholder meeting, to elect two existing Caliper Directors to new three-year terms. Each of Caliper's and Xenogen's Board of Directors is recommending stockholder approval of the merger under the terms set forth in the merger agreement dated February 10, 2006. Under the terms of this agreement, Caliper will issue approximately 13.2 million common shares and approximately 5.125 million warrants to purchase Caliper common shares in exchange for Xenogen's outstanding common shares and warrants. "I am pleased to reaffirm our confidence in the strategic and financial benefits of this acquisition," said Kevin Hrusovsky, president and CEO of Caliper. "Our key pharmaceutical customers are expressing excitement for this merger, for our ability to drive mainstream commercial adoption of technologies, and for our strategy to advance in vitro and in vivo drug discovery experimentation with cutting edge molecular imaging, microfluidic and application expertise. Having obtained clearance from the SEC on the joint proxy statement, we are ready to obtain stockholder approval and complete this important transaction." David Carter, Chairman of the Board and CEO of Xenogen, commented, "Our preliminary assessment of Xenogen's second quarter revenue is very encouraging, particularly in terms of product revenue growth year-over-year and sequentially. We believe that given Caliper's extensive industry relationships and substantial commercial expertise, the combined company will be able to more fully capitalize on industry demand for Xenogen's imaging technologies and drive the adoption of our products and services to the next level." ----snip-----