To ALL and Boyce: Incyte to acquire Synteni. What do you think?
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Tuesday December 23, 5:00 pm Eastern Time
Company Press Release
SOURCE: Incyte Pharmaceuticals Inc.
Incyte to Acquire Synteni
PALO ALTO, Calif., Dec. 23 /PRNewswire/ -- Incyte Pharmaceuticals, Inc., (Nasdaq: INCY -
news) announced today that it has signed a definitive agreement to acquire Synteni, Inc., a privately
held gene expression microarray company based in Fremont, California. Founded in 1994 by Dari
Shalon, Ph.D., and subsequently funded by the venture capital firm Kleiner, Perkins, Caufield &
Byers, Synteni has developed and commercialized technology for generating microarrays and related
software and services. Synteni provides microarray services non-exclusively to the pharmaceutical,
biotechnology, and agricultural industries. Incyte plans to use this technology to make pre-fabricated
microarrays for commercial applications in human, animal, microbial, and plant genomics.
Incyte will issue approximately 2.2 million shares of common stock in exchange for all Synteni
outstanding shares. The transaction, which is expected to close in January 1998, is intended to
qualify as a tax-free reorganization and to be accounted for as a pooling of interests.
Synteni will maintain its facilities and operations in Fremont, California and will become the primary
microarray manufacturing site for the combined companies. Dari Shalon, Ph.D., will continue as
President of Synteni, reporting directly to Roy A. Whitfield, Chief Executive Officer of Incyte.
Together, Synteni and Incyte will have over 100 employees in R&D, Manufacturing, Sales, and
Support dedicated to providing full-service microarray solutions including DNA chips and databases
to the pharmaceutical and biotechnology industries. The combined effort will focus initially on
building a set of human DNA microarrays containing Incyte genes which can be used to investigate
the complexity of biology and disease.
''This acquisition is consistent with Incyte's open systems strategy to develop and partner across
multiple microarray platforms to serve the diverse customer requirements of the medical research
community,'' said Roy A. Whitfield Chief Executive Officer of Incyte. ''Synteni's technology will
enable us to offer our customers pre-fabricated microarrays containing panels of genes selected from
all of our various database modules in a commercially available format. Furthermore, Synteni
provides us with R&D, manufacturing, and sales support for expansion of our piezoelectric
(Genejet(TM)) technology developed through the acquisition of Combion in 1996.''
''The shared vision of Incyte and Synteni is to provide to customers an integrated system including
genetic and expression information within an overall R&D productivity environment,'' said Brook H.
Byers, Chairman of Synteni. ''This merger combines complementary technologies, customer sets,
and teams.''
Synteni's lead product is the GEM(TM) array, or Gene Expression Microarray. Each GEM array
consists of up to ten thousand genes densely arrayed on a glass surface. GEM arrays are capable of
analyzing thousands of genes in a single experiment by probing with fluorescently tagged DNA or
RNA from a biological sample. The combined technology platforms will allow Synteni to put Incyte's
genes on a microarray for direct sale to the pharmaceutical community as well as to build large gene
expression databases. Synteni has over 20 customers, many of which are Incyte database
collaborators.
''By working together, Synteni and Incyte will enhance the value of the products and services
offered to our new and existing customers,'' said Dari Shalon, President of Synteni. ''Together,
Incyte and Synteni will work to accelerate the development of new microarray products and
applications.''
Incyte Pharmaceuticals, Inc. (www.incyte.com), is a leader in the design, development, and
marketing of genomic database products, genomic data management software tools, and related
reagents and services. The Company has created a portfolio of database products including the
LifeSeq(R) gene sequence and expression database, the LifeSeq Atlas(TM) mapping database, the
PathoSeq(TM) microbial database, and the LifeSeq FL(R) database of full-length genes. These
databases integrate bioinformatics software with both proprietary and publicly available genetic
information to create information-based tools used by pharmaceutical and biotechnology companies
in drug discovery and development. Incyte's LifeTools(TM) software product line, an open-systems
environment, includes data collection and warehousing, data management, statistical analysis, and
data mining and visualization capabilities.
Except for the historical information contained herein, the matters set forth in this press release,
including statements as to the ability to make pre-fabricated microarrays containing Incyte's genes
and to generate expression databases from these arrays; the ability of the combined companies to
enhance the value of the products and services offered; and the ability to accelerate the development
of new microarray products and applications, are forward-looking statements within the meaning of
the ''safe harbor'' provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to risks and uncertainties that may cause actual results to
differ materially, including the successful integration of Synteni operations; claims of blocking
intellectual property; difficulty in implementing Incyte and Synteni's operating plans; the impact of
alternative technological advances and competition; and other risks detailed from time to time in
Incyte's SEC reports, including its Annual Report on Form 10-K for the year ended December 31,
1996, and prospectus dated July 31, 1997. These forward-looking statements speak only as of the
date hereof. Incyte disclaims any intent or obligation to update these forward-looking statements.
SOURCE: Incyte Pharmaceuticals Inc.
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