Clinical Data, Inc. to Acquire Icoria, Inc.
September 20 2005 - 9:35AM
PR Newswire (US)
Acquisition Brings Metabolomics and Biomarker Expertise to Clinical
Data NEWTON, Mass. and RESEARCH TRIANGLE PARK, N.C., Sept. 20
/PRNewswire- FirstCall/ -- Clinical Data, Inc. (NASDAQ:CLDA) and
biotechnology company Icoria, Inc. (OTC:ICOR.OB) (BULLETIN BOARD:
ICOR.OB) today announced the execution of a merger agreement
whereby Clinical Data will acquire Icoria in an all-stock
transaction valued at approximately $12.5 million based on the
closing price of Clinical Data's Common Stock on Friday, September
16. The acquisition is expected to close late this year or in early
2006, pending approval by Icoria's shareholders. "Icoria's
biomarker discovery platform is an excellent fit with our molecular
diagnostics business model while their metabolomics and genomics
capabilities complement the pharmocogenomics capabilities we will
be gaining in our pending acquisition of Genaissance
Pharmaceuticals," said Israel M. Stein, President and CEO of
Clinical Data. "This acquisition also strengthens our position in
targeted diagnostics and theranostics. Like Genaissance, Icoria
works with leading pharmaceutical and biotechnology companies as
well as with government and academic institutions." Under the terms
of the agreement, Icoria shareholders will receive 0.0139 shares of
Clinical Data Common Stock for each share of Icoria Common Stock
they own. At the close of trading on Friday, September 16, this
represents a price of $0.32 per share of Icoria stock. Under the
merger agreement, should the price of Clinical Data Common Stock
change before the transaction closes, the aggregate purchase price
could fluctuate, but in no case will it be below $10 million or
exceed $12.5 million. Based on the current share price of Clinical
Data and including the impact of the expected acquisition of
Genaissance Pharmaceuticals, Icoria shareholders will own
approximately 7.6 percent of the combined company upon the close of
the Icoria transaction. Icoria's Board of Directors unanimously
approved the transaction and will recommend to Icoria's
stockholders that they approve the transaction. Needham &
Company, LLC served as financial advisor to Icoria's Board of
Directors and has delivered its opinion that the consideration to
be received by Icoria's common stockholders is fair from a
financial point of view. "We believe Clinical Data represents an
excellent fit for Icoria and will provide an environment that
values our people, commercial projects and technology platforms,"
said Douglas Morton, Icoria's Interim CEO. "The board evaluated
several ways to improve the company's cash position and build
shareholder value, and felt that this acquisition by a financially
stronger company with a track record of successfully developing and
marketing health care products and services is a positive outcome
for our shareholders." Additional Information to be Filed with the
SEC Clinical Data plans to file with the SEC a Registration
Statement on Form S-4 in connection with the transaction, and
Icoria plans to file with the SEC and mail to its stockholders a
Proxy Statement/Prospectus in connection with the transaction. The
Registration Statement and the Proxy Statement/Prospectus will
contain important information about Clinical Data, Icoria, the
transaction, and related matters. Investors and existing security
holders are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully when they become available.
Investors and existing security holders will be able to obtain free
copies of the Registration Statement and the Proxy
Statement/Prospectus and other documents filed with the SEC by
Clinical Data and Icoria through the investor relations sections of
the web sites of the respective companies or through the EDGAR
system available at the SEC web site at http://www.sec.gov/. In
addition, investors and security holders will be able to obtain
free copies of the Registration Statement and the Proxy
Statement/Prospectus from Clinical Data or from Icoria by
contacting the investor relations department of either company.
Clinical Data and Icoria, and their respective directors and
executive officers, may be deemed to be participants in the
solicitation of proxies in respect of the transactions contemplated
by the merger agreement. Information regarding Clinical Data's
directors and executive officers is contained in Clinical Data's
Registration Statement on Form S-4 which includes proxy
information, as filed August 29, 2005, with the SEC. As of August
26, 2005, Clinical Data's directors and executive officers
beneficially owned approximately 3,526,000 shares, or 78.1%, of
Clinical Data's common stock. Information regarding Icoria's
directors and executive officers is contained in Icoria's Annual
Report Form 10-K for the year ended December 31, 2004 and its proxy
statement dated April 7, 2005, as filed with the SEC. As of August
31, Icoria's directors and executive officers owned approximately
2,865,000 shares, or 7.3%, of Icoria's common stock. A more
complete description will be available in the Registration
Statement and the Proxy Statement/Prospectus. About Icoria Icoria,
Inc. is a biotechnology company focused on the discovery of novel,
multi-parameter biomarkers using its unique multi-platform
approach. Icoria uses these biomarkers internally to develop
multi-analyte diagnostics to define and grade pathology or disease
state with a high level of specificity and sensitivity, and uses
its technology to help collaborators and customers develop better,
safer drugs and diagnostics and to identify targets, leads and
drug/diagnostic combinations for liver injury, metabolic disorders
and cancer. Icoria's shares trade on the Over the Counter Bulletin
Board. About Clinical Data, Inc. Clinical Data, Inc., established
in 1972, through its domestic and foreign subsidiaries, focuses on
the needs of physician offices and smaller clinical laboratories.
The company provides a complete range of products and consulting
services to the growing physician office laboratory market and
offers blood chemistry instrumentation and diagnostic assays to
clinics and small hospitals worldwide. Clinical Data Shares trade
on the NASDAQ small cap market. Additional Information and Where to
Find It for Stockholders of Clinical Data, Inc. and Genaissance
Pharmaceuticals, Inc. Clinical Data has filed a Registration
Statement on Form S-4 with the SEC (Reg. No. 333-127256) containing
a definitive joint proxy statement/prospectus regarding the
proposed combination of Clinical Data and Genaissance
Pharmaceuticals. SHAREHOLDERS OF CLINICAL DATA AND SHAREHOLDERS OF
GENAISSANCE ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND
ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
DEFINITIVE JOINT PROXY STATEMENT/ PROSPECTUS THAT IS PART OF THE
REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE COMBINATION. The definitive joint proxy
statement/prospectus has been mailed to shareholders of Clinical
Data and shareholders of Genaissance. Investors and security
holders may obtain the documents free of charge at the SEC's web
site (http://www.sec.gov/) or from Clinical Data by contacting Mark
D. Shooman or from Genaissance by contacting Marcia Passavant.
Clinical Data and Genaissance, and their respective directors and
executive officers, may be deemed to be participants in the
solicitation of proxies in respect of the transactions contemplated
by the merger agreement. Information concerning the proposed
directors and executive officers of Clinical Data and Genaissance's
respective directors and executive officers and other participants
in the proxy solicitation, including a description of their
interests, is included in the definitive joint proxy
statement/prospectus contained in the above-referenced Registration
Statement on Form S-4. SAFE HARBOR STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 This press release
contains forward-looking statements including, but not limited to,
Icoria's acquisition by Clinical Data, Inc., and the companies'
expectations for their healthcare based business models, and
Icoria's biomarker discovery platform. Such forward-looking
statements are based on current expectations of the companies'
management and are subject to a number of risks, factors and
uncertainties that may cause actual results, events and performance
to differ materially from those referred to in the forward-looking
statements. These risks, factors and uncertainties include, but are
not limited to, Clinical Data's ability to complete both the
Genaissance merger and the Icoria merger, and its subsequent
ability to successfully integrate the three companies and achieve
expected synergies and operating efficiencies; and Icoria's ability
to obtain shareholder approval of the proposed transaction,
Icoria's ability to identify biomarkers, early stage of
development, history of net losses, technological and product
development uncertainties, reliance on research collaborations,
uncertainty of additional funding and ability to protect its
patents and proprietary rights. Certain of these and other risks
are identified in Clinical Data's Form S-4 filed with the SEC on
August 29, 2005, Annual Report on Form 10-KSB for the fiscal year
ended March 31, 2005, and 2004 and 2005 Quarterly Reports on Form
10-QSB; and Icoria's Quarterly Reports on Form 10-Q for the period
ended June 30, 2005, March 31, 2005, as amended, and its Annual
Report on Form 10-K for the year ended December 31, 2004, both as
filed with the Securities and Exchange Commission. The companies do
not intend to update any of the forward-looking statements after
the date of this release to conform these statements to actual
results or to changes in our expectations, except as may be
required by law. DATASOURCE: Icoria, Inc. CONTACT: Media-Public
Relations of Icoria, Inc., +1-919-425-2999; or Mark D. Shooman, Sr.
Vice President & Chief Financial Officer of Clinical Data Inc.,
+1-617-527-9933 Ext. 41 Web site: http://www.icoria.com/
http://www.clda.com/
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