Sentigen Holding Corp. Stockholders Approve Merger with Invitrogen Corporation
November 14 2006 - 6:04PM
Business Wire
Sentigen Holding Corp. (Nasdaq:SGHL) today announced that at the
special meeting of stockholders held today, Sentigen stockholders
approved the adoption of the agreement and plan of merger with
Invitrogen Corporation (Nasdaq:IVGN), a global leader in life
sciences. The transaction was approved by more than 50% of the
shares outstanding. Based on discussions to date with Invitrogen,
and contingent upon the satisfaction of specified closing
conditions, Sentigen believes that the merger with Invitrogen will
be completed within the next several weeks. As previously
announced, on August 31, 2006, Sentigen and Invitrogen entered into
a definitive merger agreement under which Invitrogen will acquire
Sentigen in a cash transaction at a price of $3.37 per share for
all shares currently issued and outstanding. Prior to the merger,
it is expected that Sentigen will distribute the shares of
SentiSearch, Inc., a newly-formed corporation, in a taxable
transaction, pro rata to the then existing stockholders of
Sentigen. SentiSearch, Inc. is expected to be a publicly traded
company, initially holding certain olfaction intellectual property
previously owned by Sentigen. Additional Information about the
proposed merger and where you can find it In connection with the
proposed merger, Sentigen has filed a proxy statement and other
relevant materials with the Securities and Exchange Commission
(�SEC�). The proxy statement and other relevant materials, and any
other documents filed by Sentigen with the SEC, may be obtained
free of charge at the SEC�s web site at www.sec.gov. About Sentigen
Holding Corp. Sentigen Holding Corp. conducts business through two
wholly-owned operating subsidiaries: Sentigen Biosciences, Inc.
(�Sentigen Biosciences�) and Cell & Molecular Technologies,
Inc. (�CMT�). CMT provides contract research and development
services to companies engaged in the drug discovery process in the
following areas: molecular and cell biology, gene expression and
protein biochemistry, bio-processing, high throughput screening
support services, mouse genetics, and cell-based GPCR selectivity
profiling. Sentigen Biosciences has been primarily engaged in the
development and commercialization of novel bioassay systems that
elucidate the underlying biology of protein-protein interactions.
Sentigen Biosciences has initially targeted its Tango� Assay System
to address the functionalization of G�protein-coupled receptors
(GPCRs) for pharmaceutical drug discovery and development. For more
information on our companies, please visit their respective
websites: www.cmt-inc.net and www.sentigen.com. Safe Harbor
Statement This news release includes forward-looking statements
that involve risks and uncertainties. Although Sentigen believes
such statements are reasonable, it can make no assurance that such
statements will prove to be correct. Such statements are subject to
certain factors that may cause results to differ materially from
the forward-looking statements. Such factors include the risk
factors discussed in Sentigen's filings with the Securities and
Exchange Commission, including its most recent Annual Report on
Form 10-K and the merger proxy dated October 13, 2006, copies of
which may be obtained from Sentigen without charge. Sentigen
undertakes no obligation to publicly release results of any of
these forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unexpected
results. Sentigen Holding Corp. (Nasdaq:SGHL) today announced that
at the special meeting of stockholders held today, Sentigen
stockholders approved the adoption of the agreement and plan of
merger with Invitrogen Corporation (Nasdaq:IVGN), a global leader
in life sciences. The transaction was approved by more than 50% of
the shares outstanding. Based on discussions to date with
Invitrogen, and contingent upon the satisfaction of specified
closing conditions, Sentigen believes that the merger with
Invitrogen will be completed within the next several weeks. As
previously announced, on August 31, 2006, Sentigen and Invitrogen
entered into a definitive merger agreement under which Invitrogen
will acquire Sentigen in a cash transaction at a price of $3.37 per
share for all shares currently issued and outstanding. Prior to the
merger, it is expected that Sentigen will distribute the shares of
SentiSearch, Inc., a newly-formed corporation, in a taxable
transaction, pro rata to the then existing stockholders of
Sentigen. SentiSearch, Inc. is expected to be a publicly traded
company, initially holding certain olfaction intellectual property
previously owned by Sentigen. Additional Information about the
proposed merger and where you can find it In connection with the
proposed merger, Sentigen has filed a proxy statement and other
relevant materials with the Securities and Exchange Commission
("SEC"). The proxy statement and other relevant materials, and any
other documents filed by Sentigen with the SEC, may be obtained
free of charge at the SEC's web site at www.sec.gov. About Sentigen
Holding Corp. Sentigen Holding Corp. conducts business through two
wholly-owned operating subsidiaries: Sentigen Biosciences, Inc.
("Sentigen Biosciences") and Cell & Molecular Technologies,
Inc. ("CMT"). CMT provides contract research and development
services to companies engaged in the drug discovery process in the
following areas: molecular and cell biology, gene expression and
protein biochemistry, bio-processing, high throughput screening
support services, mouse genetics, and cell-based GPCR selectivity
profiling. Sentigen Biosciences has been primarily engaged in the
development and commercialization of novel bioassay systems that
elucidate the underlying biology of protein-protein interactions.
Sentigen Biosciences has initially targeted its Tango(TM) Assay
System to address the functionalization of G protein-coupled
receptors (GPCRs) for pharmaceutical drug discovery and
development. For more information on our companies, please visit
their respective websites: www.cmt-inc.net and www.sentigen.com.
Safe Harbor Statement This news release includes forward-looking
statements that involve risks and uncertainties. Although Sentigen
believes such statements are reasonable, it can make no assurance
that such statements will prove to be correct. Such statements are
subject to certain factors that may cause results to differ
materially from the forward-looking statements. Such factors
include the risk factors discussed in Sentigen's filings with the
Securities and Exchange Commission, including its most recent
Annual Report on Form 10-K and the merger proxy dated October 13,
2006, copies of which may be obtained from Sentigen without charge.
Sentigen undertakes no obligation to publicly release results of
any of these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unexpected results.
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