ViroLogic and ACLARA Announce Stockholder Approval of Merger
December 10 2004 - 1:31PM
PR Newswire (US)
ViroLogic and ACLARA Announce Stockholder Approval of Merger Merger
Expected to Be Completed By End of Day SOUTH SAN FRANCISCO, Calif.
and MOUNTAIN VIEW, Calif., Dec. 10 /PRNewswire-FirstCall/ --
ViroLogic, Inc., (NASDAQ:VLGC) and ACLARA BioSciences, Inc.
(NASDAQ:ACLA) announced that their pending merger received the
requisite stockholder approval at the companies' respective annual
stockholder meetings, which took place earlier today. The merger is
expected to close by end of day today, creating a leader in
personalized medicine focused on oncology and infectious diseases.
Beginning December 13, shares of the combined company are expected
to trade on the Nasdaq Market under the symbol VLGC. Each
outstanding share of ACLARA common stock will be exchanged for 1.7
shares of ViroLogic common stock and 1.7 Contingent Value Rights
(CVRs). "Our combination of experience, infrastructure, technology
and financial resources will provide the foundation to address the
rapidly evolving field of targeted therapeutics and molecular
diagnostics for infectious diseases and cancer," said William D.
Young, CEO and chairman of ViroLogic, who will continue as CEO and
chairman of the merged company. "Just as we have helped make
personalized medicine a reality in HIV for patients, healthcare
providers and pharmaceutical companies, we see the opportunity to
apply our proven business model to the individualization of
treatments in oncology. We believe cancer therapies are developing
in a similar fashion to those for HIV with potentially more
effective combination regimens facilitated by molecular testing."
Powerful Platform to Address Fast Growing Market for Targeted
Cancer Therapy ViroLogic has built a highly sophisticated and
efficient commercial infrastructure to support the industry's most
comprehensive line of drug resistance tests, including
PhenoSense(TM) HIV, GeneSeq(TM) and its novel combination assay,
PhenoSenseGT(TM). These tests are used in the management of
individuals with HIV and the development of new antiviral drugs for
HIV and hepatitis. ACLARA has developed the proprietary eTag(TM)
System, a protein-based assay technology that can be easily
formatted to test biopsy-sized samples of patient tumors.
Importantly, this includes formalin-fixed paraffin-embedded tissue,
the industry standard for storing patient samples. Many different
molecular markers in these patient tissues can be quantified
simultaneously, such as signaling proteins, protein complexes and
activated receptors. The eTag System is expected to be particularly
well suited for targeting the new molecular-based drugs being
introduced for cancer. This will allow drug companies and doctors
to assess a patient's likelihood of responding to a given therapy
thereby facilitating more precise and effective utilization of
available therapeutic options. The combined company is poised to
deliver technology and services for pharmaceutical companies
developing cancer therapeutics along with patient testing products
and services to aid doctors in the treatment of cancer patients.
Current product planning efforts are focused on developing an
Epidermal Growth Factor Receptor (EGFR) panel to help physicians
target cancer patients with the most appropriate therapy. EGFR is
the receptor for epidermal growth factor, a key driver of aberrant
cell growth in cancerous tumors, including many lung, breast and
colon tumors. The nature of the test panel is still being
determined but the related eTag assays will be evaluated in
clinical studies, some of which are already underway, in patients
treated with existing approved therapies such as Iressa(R),
Tarceva(R), Herceptin(R)and Erbitux(R). The combined company will
have approximately 240 employees with operations headquartered in
South San Francisco, California. ACLARA's Mountain View operations
are expected to be relocated to South San Francisco in the first
half of 2005. John Mendlein and Thomas Baruch, current ACLARA Board
members, will join the ViroLogic board of directors. Joining the
existing executive management team are Alfred Merriweather, chief
financial officer of ACLARA, who will become ViroLogic's CFO;
Sharat Singh, Ph.D., ACLARA's chief technical officer, who will
assume the title of CTO, Oncology at ViroLogic; and Michael Dunn,
ACLARA's chief business officer, who will continue to lead the
company's oncology business development effort. Contingent Value
Rights (CVR) In addition to receiving shares of ViroLogic, ACLARA
stockholders will receive CVRs that provide for a potential cash
and/or stock payment of up to $0.88 per CVR (equivalent to $1.50
per ACLARA share) depending on the ViroLogic stock price 18 months
following completion of the merger. The maximum payment under the
CVR would be $0.88 per CVR, if ViroLogic's stock price trades at or
below an average price of $2.02 per share during the 15 trading
days immediately preceding the 18-month anniversary of the closing
of the merger, declining to $0.00 per CVR if ViroLogic's stock
averages $2.90 per share or higher during such time. If any
payments are to be made on the CVR, the first $0.50 per CVR will be
paid in cash. Any payments due beyond the first $0.50 per CVR can
be made in cash, ViroLogic common stock or a combination of cash
and stock, at the option of ViroLogic. If the current market value
of ViroLogic common stock for each trading day in any 30
consecutive trading day period prior to the 18 month anniversary of
the merger is greater than or equal to $3.50, then the CVRs will
automatically extinguish and will no longer represent the right to
receive any amount. The CVRs have been approved for quotation on
the OTC Bulletin Board (OTCBB) ( http://www.otcbb.com/ ) on a "when
issued" basis. Following the closing of the merger and upon notice
of issuance, the CVRs will be quoted on the OTCBB under the ticker
symbol "VLGCR". The process of buying or selling OTCBB securities
is the same as buying or selling any other stock. Investors should
contact their broker if they desire to buy or sell CVRs. About
ViroLogic ViroLogic is a biotechnology company advancing
individualized medicine by discovering, developing and marketing
innovative products to guide and improve treatment of serious
infectious diseases and cancer. The Company's products are designed
to help doctors optimize treatment regimens for their patients that
lead to better outcomes and reduced costs. The Company's technology
is also being used by numerous biopharmaceutical companies to
develop new and improved antiviral therapeutics and vaccines as
well as targeted cancer therapeutics. More information about the
Company and its technology can be found on its web site at
http://www.virologic.com/. Further Information Regarding CVR's
Because the OTCBB is a quotation service for NASD Market Makers,
and not an issuer listing service or securities market, there are
no listing requirements that must be met by an OTCBB issuer. There
are, however, certain requirements that an issuer must meet in
order for its securities to be eligible for a market maker to enter
a quotation on the OTCBB. ViroLogic believes that it satisfies
these requirements, and that it will continue to satisfy these
requirements for the foreseeable future. Investors should note,
however, that because issuers are not permitted to submit
applications to be quoted on the OTCBB, ViroLogic cannot guarantee
that the CVRs will remain listed on the OTCBB. Continued quotation
of the CVRs on the OTCBB will depend on ongoing sponsorship by one
or more market makers who demonstrate compliance with SEC Rule
15c2-11. More information regarding the quotation of securities on
the OTCBB can be found at http://www.otcbb.com/faqs/otcbb_faq.stm .
FORWARD LOOKING STATEMENTS Certain statements in this press release
are forward-looking, including statements relating to the timing of
completion of the proposed merger. These forward-looking statements
are subject to risks and uncertainties and other factors, which may
cause actual results to differ materially from the anticipated
results or other expectations expressed in such forward-looking
statements. These risks and uncertainties include, but are not
limited to: risks related to the inability to obtain, or meet
conditions imposed for, governmental and other approvals of the
merger, risks related to any uncertainty surrounding the merger,
and the costs related to the merger; risks related to the
implementation of ViroLogic's distribution agreement with a
national lab; whether others introduce competitive products; the
timing of pharmaceutical company clinical trials; whether payors
will authorize reimbursement for its products; whether the FDA or
any other agency will decide to regulate the combined company's
products or services; whether the combined company will encounter
problems or delays in automating its processes; whether
intellectual property underlying ViroLogic's PhenoSense technology
and ACLARA's eTag System is adequate; the ultimate validity and
enforceability of the companies' patent applications and patents;
the possible infringement of the intellectual property of others
and whether licenses to third party technology will be available;
and whether the combined company is able to build brand loyalty and
expand revenues. For a discussion of other factors that may cause
ViroLogic's and ACLARA's actual events to differ from those
projected, please refer to each Company's most recent annual
reports on Form 10-K and quarterly reports on Form 10-Q, as well as
other subsequent filings with the Securities and Exchange
Commission. NOTE: eTag is a trademark of ACLARA BioSciences, Inc.
Iressa(R) is a registered trademark of AstraZeneca. Tarceva(R) and
Herceptin(R) are registered trademarks of Genentech. Erbitux(R) is
a registered trademark of ImClone Systems. DATASOURCE: ViroLogic,
Inc. CONTACT: Carolyn Bumgardner Wang of WeissComm Partners, Inc.,
+1-415-362-5018, ext. 123, for ViroLogic, Inc. Web site:
http://www.virologic.com/
Copyright
Aclara Biosciences (NASDAQ:ACLA)
Historical Stock Chart
From Jul 2024 to Aug 2024
Aclara Biosciences (NASDAQ:ACLA)
Historical Stock Chart
From Aug 2023 to Aug 2024