RESEARCH TRIANGLE PARK, N.C., March 11 /PRNewswire-FirstCall/ -- Paradigm
Genetics, Inc. (Nasdaq: PDGM), a biotechnology company, today announced the
closing of its acquisition of TissueInformatics.Inc, a privately held company
based in Pittsburgh, Pa., through an all-stock transaction. TissueInformatics
specializes in the development and application of automated pathology software
for the quantitative analysis of tissue changes in drug discovery, disease
assessment, toxicology, and tissue engineering research. The combined
organization, with 212 employees, will be headquartered in Research Triangle
Park, NC while maintaining current operations in Pittsburgh, Pa.
"This acquisition puts Paradigm Genetics at the forefront of the systems
biology field. We believe it will give us a powerful competitive advantage as
the first company to integrate gene expression profiling, biochemical
profiling and quantitative tissue analysis for life sciences discovery.
Together, we can accelerate the commercialization of our technologies and
build a proprietary product portfolio in biomarker-based drug discovery," said
Heinrich Gugger, Ph.D., President and CEO of Paradigm Genetics. "We are
pleased to welcome TissueInformatics employees, shareholders, customers and
partners to our Paradigm Genetics team."
"When you look across the landscape of systems biology companies, the new
Paradigm Genetics has emerged as a prominent leader in the industry," said G.
Steven Burrill, Chairman of the Paradigm Genetics Board of Directors and CEO
of Burrill & Company, a San Francisco-based life sciences merchant bank.
Paradigm Genetics will issue 3,402,839 million shares of common stock to
TissueInformatics shareholders immediately, with a value of approximately
$4.5 million, based on Paradigm Genetics' closing price as of today. An
additional 2.7 million shares will be available on an "earn-out" basis for the
successful achievement of performance milestones on or before December 31,
2004. These milestones are tied to the attainment of specified revenue levels
and new research contracts with corporate customers. Paradigm Genetics will
assume all outstanding TissueInformatics' options and warrants equivalent to
approximately 385,000 shares of Paradigm Genetics common stock (assuming all
performance milestones are met). All shares issued or to be issued are subject
to a lock-up period of one year from the date of closing.
As previously announced, Peter Johnson, M.D., former Chairman and CEO of
TissueInformatics, and Mark Braughler, former Senior Vice President, Business
Development, join Paradigm Genetics' senior executive team. Dr. Johnson
becomes Executive Vice President and Chief Medical Officer and Dr. Braughler
becomes Vice President, Business Development -- Healthcare, both reporting to
Dr. Gugger.
Dr. Johnson founded and became the first Executive Director of the
Pittsburgh Tissue Engineering Initiative in 1994. In 1996, he became that
organization's first president. From 1989 to 1999, he served as Assistant
Professor and then as a tenured Associate Professor of Surgery at the
University of Pittsburgh School of Medicine, where he practiced reconstructive
surgery. He was also the Research Director in Plastic Surgery during that
interval and founded and led the Facial Nerve Center, a multidisciplinary
center for the care of facial paralysis patients. He presently serves as
Adjunct Professor of Surgery at the University of Pittsburgh. Dr. Johnson is
the Past President of the Pennsylvania Biotechnology Association (where he
continues as a Board member), the Plastic Surgery Research Council and the
Tissue Engineering Society, International. He is the Co-Editor of the journal
Tissue Engineering. He serves on the Board of Directors of the Carnegie
Institute of Pittsburgh and the Carnegie Science Center, the Tissue
Engineering Society, International and is a member of the Business Advisory
Council of the Federal Reserve Bank, Cleveland Branch. Dr. Johnson received
his BS degree from the University of Notre Dame and his MD degree from the
State University of New York Upstate Medical Center. He took his General
Surgery training at Case-Western Reserve University and his Plastic Surgery
training at the University of Pittsburgh School of Medicine. He was a
postdoctoral research fellow at Harvard University in the study of thrombosis.
He is a named inventor on multiple patents related to digital tissue analysis
and clinical morphometry.
Dr. Braughler was President & CEO of Argonex Inc., a biotechnology company
based in Charlottesville, VA, from 1998 to 2000. From 1995 to 1998, he was
Vice President, Business Development of Pharmacia & Upjohn, a global
pharmaceutical company formed through the merger of Pharmacia Corporation and
The Upjohn Company in 1995. From 1989 to 1995, he served as Director of
Acquisition Review, Research Contracts, Competitive Intelligence and
Intellectual Property for The Upjohn Company. Prior to beginning his career
in business, Dr. Braughler was a Senior Research Scientist for The Upjohn
Company from January 1982 to August 1989 where he jointly led global drug
discovery and development efforts in central nervous system trauma. Prior to
beginning his career in industry in 1983, he was Associate Professor of
Pharmacology with tenure at the Northeastern Ohio Universities College of
Medicine from June 1979 to December 1982. Dr. Braughler received his Ph.D. in
pharmacology in 1976 from the University of Pittsburgh School of Medicine. He
was an NIH post-doctoral fellow in Clinical Pharmacology at the University of
Virginia School of Medicine from 1977 to 1979.
About Paradigm Genetics
Paradigm Genetics is a biotechnology company applying a unique systems
biology approach to life sciences discovery. Paradigm Genetics is focused on
the discovery and validation of genes, targets and biomarkers for product
development in the pharmaceutical and agricultural industries, with an
internal focus on metabolic disorders, pathway engineering and chemical
genetics. Paradigm Genetics also provides value-added services in gene
expression microarray processing (Paradigm Array Labs(TM)), gene-based
discovery (GeneFunctionFactory(R)), high throughput screening assay
development and TissueInformatics(TM) automated pathology software. Paradigm
Genetics has major customers including the National Institute of Environmental
Health Sciences, Bayer CropScience, the Monsanto Company, Pioneer Hi-Bred
International, the National Institute of Standards & Technology's Advanced
Technology Program, and L'Oreal Inc. For more information,
visit http://www.ParadigmGenetics.com .
This press release contains forward-looking statements, including
statements regarding Paradigm Genetics' acquisition of TissueInformatics and
the future prospects of the combined company, including but not limited to,
the commercialization of TissueInformatics' and Paradigm Genetics' technology
and expertise, the competitive advantages and synergies of the combined
company, the compatible technology platforms, the pace of commercial
development and the combined company's anticipated leadership in systems
biology. 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, TissueInformatics' early
stage of development, the history of net losses for both companies,
technological and product development uncertainties, reliance on research
collaborations, uncertainty of additional funding and ability to protect
patents and proprietary rights. Certain of these and other risks are
identified in Paradigm Genetics' annual report on Form 10-K for the year ended
December 31, 2002 and in its quarterly report on Form 10-Q for the quarter
ended September 30, 2003, each 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.
SOURCE Paradigm Genetics, Inc.
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Related links:
http://www.paradigmgenetics.com
CONTACT:
Melissa Matson, Director, Corporate
Communications of Paradigm Genetics, Inc., +1-919-425-3000; or
Brian Ritchie or Mark Vincent, +1-212-845-4200, both of Euro RSCG
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