Ciphergen Biosystems Signs Definitive Agreement for Bio-Rad Laboratories to Acquire Instrument Business
August 14 2006 - 5:05PM
PR Newswire (US)
- Transaction Paves Way for Strategic, Corporate and Financial
Transition to Specialized Diagnostics Company - FREMONT, Calif.,
Aug. 14 /PRNewswire-FirstCall/ -- Ciphergen Biosystems, Inc.
(NASDAQ:CIPH) and Bio-Rad Laboratories, Inc.
(AMEX:BIOAMEX:andAMEX:BIOb) today announced that they have signed a
definitive agreement for Bio-Rad to acquire Ciphergen's proprietary
proteomics instrument business which includes Ciphergen's Surface
Enhanced Laser Desorption/Ionization (SELDI) technology,
ProteinChip(R) Arrays and accompanying software. Bio-Rad will
purchase this business for approximately $20 million in cash. In
addition, Bio-Rad is making a $3 million equity investment in
Ciphergen. Under the terms of the agreement, Bio-Rad will
manufacture, sell and market the SELDI technology to the life
sciences marketplace for proteomics applications, such as biomarker
discovery, characterization and validation. Ciphergen will retain
exclusive rights to the diagnostics market. In addition, Ciphergen
will have a supply agreement with Bio-Rad to purchase SELDI
instruments and consumables for the continued development of its
diagnostics business. The companies will collaborate to identify
SELDI customers interested in partnering with Ciphergen to
commercialize biomarker discoveries. "With Bio-Rad as a strategic
partner, Ciphergen can accelerate its transformation into a leading
specialized diagnostics provider," said Gail S. Page, President and
Chief Executive Officer of Ciphergen. "Importantly, Bio- Rad has
significant expertise, a broad, existing life sciences customer
base and a commitment to continue to develop the SELDI platform.
Ciphergen has in place the dedicated management team and financial
resources to build an exciting, attractive diagnostics business for
long-term growth and sustained shareholder value." Following
completion of the transaction, Ciphergen will have approximately 40
employees dedicated to commercializing diagnostic tests, primarily
in oncology with an initial focus on ovarian and prostate cancer.
The Company entered a three-year strategic alliance with Quest
Diagnostics in 2005 to develop and commercialize novel proteomic
diagnostic tests from its pipeline, including the first
proteomics-based test for ovarian cancer. "The combination of
Ciphergen's leading SELDI proteomics technology and our expertise
in life sciences will serve to provide researchers and scientists
with a broader range of innovative tools for discovery," said
Norman Schwartz, Bio-Rad President and Chief Executive Officer. "In
addition, our equity investment reinforces this relationship and
our belief in this technology as applied to the diagnostics
market." The closing of the transaction is subject to approval by
Ciphergen's stockholders, and other customary closing conditions.
Ciphergen currently expects that the stockholder meeting to approve
this transaction will be held during the fourth quarter of 2006,
and if approved by the stockholders the transaction will close
promptly following that approval. Ciphergen, its directors,
executive officers and other employees may be soliciting proxies
from Ciphergen' stockholders in favor of the transaction and the
directors and officers of Ciphergen may be deemed to be
participants in Ciphergen' solicitation of proxies. Information
concerning the participants will be set forth in the proxy
statement relating to the approval of this transaction when it is
filed with the Securities and Exchange Commission. About SELDI
Technology SELDI technology is applied to the field of
protein-based biology research known as proteomics. Scientists
involved in proteomic research seek to understand the role of
proteins in the biology of disease, such as for diagnosing and
detecting disease, monitoring disease progression, and predicting
response or adverse reaction to therapy. The SELDI-based technology
platform is used by researchers to address these questions; to
perform biomarker discovery, characterization, and validation; and
to gain a better understanding of protein function and the
molecular basis of disease. Conference Call Details A conference
call and webcast will be held today, Monday, August 14 at 5:00 p.m.
ET to discuss the contents of this press release. To listen to the
live webcast of the conference call, please visit the "Investors"
section of the http://www.ciphergen.com/ web site. A telephonic
replay of the conference call will be available two hours after the
call and will be available until 7:00 p.m. on August 28, 2006. The
replay number for domestic callers is 800-633- 8284 and for
international callers + 1 402-977-9140. The reservation number for
both domestic and international callers is 21300833. In addition,
an archived webcast of the conference call will be available under
the "Investors" section of the company's website at
http://www.ciphergen.com/. About Bio-Rad Bio-Rad Laboratories, Inc.
(AMEX:BIOAMEX:andAMEX:BIOb), has remained at the center of
scientific discovery for more than 50 years manufacturing and
distributing a broad range of products for the life science
research and clinical diagnostics markets. The company is renowned
worldwide among hospitals, universities, major research
institutions as well as biotechnology and pharmaceutical companies
for its commitment to quality and customer service. Founded in
1952, Bio-Rad is headquartered in Hercules, California, and serves
more than 70,000 research and industry customers worldwide through
its global network of operations. The company employs over 5,000
people globally and had revenues of $1.1 billion in 2005. For more
information, visit http://www.bio-rad.com/. About Ciphergen
Ciphergen Biosystems, Inc. is focused on the discovery, development
and commercialization of high-value, molecular diagnostic products
to improve patient care. Ciphergen, along with its prestigious
scientific collaborators, has ongoing diagnostic programs primarily
in oncology with an initial focus in ovarian and prostate cancer.
Based in Fremont, California, more information about Ciphergen can
be found on the Web at http://www.ciphergen.com/. Safe Harbor
Statement Note Regarding Forward-Looking Statements: This press
release contains forward-looking statements. For purposes of the
Private Securities Litigation Reform Act of 1995 (the "Act"),
Ciphergen disclaims any intent or obligation to update these
forward-looking statements, and claims the protection of the Safe
Harbor for forward-looking statements contained in the Act.
Examples of such forward-looking statements include statements
regarding Ciphergen's plans and ability to accelerate transition
into a specialized diagnostics company, the availability of the
financial resources necessary to build the diagnostics business,
and the expected completion of the transaction on the terms
described. Actual results may differ materially from those
projected in such forward-looking statements due to various
factors, including the risk that Ciphergen is unable to
successfully utilize resources and manage the transition to a new
business focus and the risk that Ciphergen may not obtain the
requisite stockholder approval for the transaction or that other
conditions to the closing of the transaction may not be met.
Investors should consult Ciphergen's filings with the Securities
and Exchange Commission, including its Form 10-Q filed May 15,
2006, for further information regarding these and other risks
related to the Company's business. NOTE: Ciphergen, ProteinChip and
Biomarker Discovery Center are registered trademarks of Ciphergen
Biosystems, Inc. DATASOURCE: Ciphergen Biosystems, Inc. CONTACT:
Sue Carruthers, Investor Relations of Ciphergen Biosystems, Inc.,
+1-510-505-2297 Web site: http://www.bio-rad.com/ Web site:
http://www.ciphergen.com/
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