ISS Recommends That Icoria, Inc. Shareholders Vote in Favor of Proposed Merger With Clinical Data, Inc.
December 07 2005 - 4:30PM
PR Newswire (US)
RESEARCH TRIANGLE PARK, N.C., Dec. 7 /PRNewswire-FirstCall/ --
Biotechnology company Icoria, Inc. (OTC:ICOR.OB) (BULLETIN BOARD:
ICOR.OB) today announced that Institutional Shareholder Services
("ISS"), one of the nation's leading independent proxy advisory
firms, has recommended that Icoria shareholders vote FOR the
proposed merger with Clinical Data, Inc. at Icoria's Special
Meeting of Shareholders to be held on December 20, 2005. ISS is
widely recognized as a leading independent proxy advisory firm. ISS
recommendations are relied upon by hundreds of major institutional
investment firms, mutual funds and other fiduciaries throughout the
country. In recommending that Icoria shareholders vote in favor of
the proposed transaction, ISS stated in its December 1, 2005
report: "Based on our review of the terms of the transaction and
the factors described above, including the strategic rationale and
premium, we believe that the merger agreement warrants shareholder
support."* In its report, ISS also recommends that Icoria
shareholders vote to approve the proposal that would give Icoria
the authority to adjourn the Annual Meeting to another time or
place, if necessary, for the purpose of soliciting additional
proxies if there are not sufficient votes to approve the
transaction. As previously announced on September 20, 2005, Icoria
entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Clinical Data, whereby Clinical Data will acquire
Icoria in a stock-for-stock reverse triangular merger (the
"Merger"). Under the Merger Agreement, should the price of Clinical
Data shares change before the transaction closes, the aggregate
purchase price could fluctuate, but in no case will it go below $10
million or exceed $12.5 million. The boards of directors of both
Icoria and Clinical Data have approved the Merger and granted the
authority to execute the Merger Agreement. However, before the
Merger can close the shareholders of Icoria are required to vote to
approve the Merger, approval of the transaction requires the
affirmative vote of a majority of the votes cast on the matter at
the Special Meeting. If approved by Icoria shareholders at the
Special Meeting, the transaction is expected to be completed on
December 20, 2005. As Icoria noted in its definitive proxy
statement that it mailed to its shareholders on November 16, 2005,
Icoria's board of directors urges all shareholders who have not
already done so to vote FOR the transaction by signing, dating and
returning their proxy cards TODAY, whether or not they plan to
attend the Annual Meeting in person. Icoria shareholders who have
questions or need assistance voting their shares may call Investor
Relations line at 919-425-2999. Icoria shareholders may also
contact this number to request additional proxy materials. * Icoria
has neither sought nor received permission to use this quotation.
ABOUT ICORIA On September 19, 2005, Icoria executed a merger
agreement with Clinical Data, Inc. (NASDAQ:CLDA) whereby Clinical
Data will acquire Icoria in an all- stock transaction valued at up
to $12.5 million. The acquisition is expected to close late this
year or in early 2006, pending approval by Icoria's shareholders.
More information on this transaction is available in the reports
filed pursuant to the Securities Exchange Act of 1934 for both
Icoria and Clinical Data at http://www.sec.gov/. Additional general
information about the companies can be found at the websites:
http://www.icoria.com/ and http://www.clda.com/. Icoria, Inc. is a
biotechnology company focused on the discovery of novel,
multi-parameter biomarkers using its unique multi-platform
approach. Icoria intends to use these future biomarkers internally
to develop multi-analyte diagnostics to define and grade pathology
or disease state with a high level of specificity and sensitivity,
and use 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. This press release contains forward-looking
statements including, but not limited to, Icoria's acquisition by
Clinical Data, Inc. and the Company's expectations for its
healthcare-based business model and its biomarker discovery
platform. Such forward-looking statements are based on management's
current expectations 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, the uncertainty related to the
shareholder vote, the uncertainties related to the combined
company, if the shareholders approve the merger, and 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 Icoria's
Quarterly Reports on Form 10-Q for the periods ended September 30,
June 30, March 31, 2005, as amended, and its Annual Report on Form
10-K for the year ended December 31, 2004, all as filed with the
Securities and Exchange Commission. The Company does 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 for Icoria, Inc.,
+1-919-425-2999 Web site: http://www.icoria.com/
http://www.clda.com/
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