Acquisition Brings Metabolomics and Biomarker Expertise to Clinical Data
NEWTON, Mass. and RESEARCH TRIANGLE PARK, N.C., Sept. 20 /PRNewswire-
FirstCall/ -- Clinical Data, Inc. (Nasdaq: CLDA) and biotechnology company
Icoria, Inc. (OTC Bulletin Board: ICOR.OB) today announced the execution of a
merger agreement whereby Clinical Data will acquire Icoria in an all-stock
transaction valued at approximately $12.5 million based on the closing price
of Clinical Data's Common Stock on Friday, September 16. The acquisition is
expected to close late this year or in early 2006, pending approval by
Icoria's shareholders.
"Icoria's biomarker discovery platform is an excellent fit with our
molecular diagnostics business model while their metabolomics and genomics
capabilities complement the pharmocogenomics capabilities we will be gaining
in our pending acquisition of Genaissance Pharmaceuticals," said Israel M.
Stein, President and CEO of Clinical Data. "This acquisition also strengthens
our position in targeted diagnostics and theranostics. Like Genaissance,
Icoria works with leading pharmaceutical and biotechnology companies as well
as with government and academic institutions."
Under the terms of the agreement, Icoria shareholders will receive 0.0139
shares of Clinical Data Common Stock for each share of Icoria Common Stock
they own. At the close of trading on Friday, September 16, this represents a
price of $0.32 per share of Icoria stock. Under the merger agreement, should
the price of Clinical Data Common Stock change before the transaction closes,
the aggregate purchase price could fluctuate, but in no case will it be below
$10 million or exceed $12.5 million. Based on the current share price of
Clinical Data and including the impact of the expected acquisition of
Genaissance Pharmaceuticals, Icoria shareholders will own approximately
7.6 percent of the combined company upon the close of the Icoria transaction.
Icoria's Board of Directors unanimously approved the transaction and will
recommend to Icoria's stockholders that they approve the transaction. Needham
& Company, LLC served as financial advisor to Icoria's Board of Directors and
has delivered its opinion that the consideration to be received by Icoria's
common stockholders is fair from a financial point of view.
"We believe Clinical Data represents an excellent fit for Icoria and will
provide an environment that values our people, commercial projects and
technology platforms," said Douglas Morton, Icoria's Interim CEO. "The board
evaluated several ways to improve the company's cash position and build
shareholder value, and felt that this acquisition by a financially stronger
company with a track record of successfully developing and marketing health
care products and services is a positive outcome for our shareholders."
Additional Information to be Filed with the SEC
Clinical Data plans to file with the SEC a Registration Statement on Form
S-4 in connection with the transaction, and Icoria plans to file with the SEC
and mail to its stockholders a Proxy Statement/Prospectus in connection with
the transaction. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about Clinical Data,
Icoria, the transaction, and related matters. Investors and existing security
holders are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully when they become available.
Investors and existing security holders will be able to obtain free copies
of the Registration Statement and the Proxy Statement/Prospectus and other
documents filed with the SEC by Clinical Data and Icoria through the investor
relations sections of the web sites of the respective companies or through the
EDGAR system available at the SEC web site at http://www.sec.gov.
In addition, investors and security holders will be able to obtain free
copies of the Registration Statement and the Proxy Statement/Prospectus from
Clinical Data or from Icoria by contacting the investor relations department
of either company.
Clinical Data and Icoria, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies in
respect of the transactions contemplated by the merger agreement. Information
regarding Clinical Data's directors and executive officers is contained in
Clinical Data's Registration Statement on Form S-4 which includes proxy
information, as filed August 29, 2005, with the SEC. As of August 26, 2005,
Clinical Data's directors and executive officers beneficially owned
approximately 3,526,000 shares, or 78.1%, of Clinical Data's common stock.
Information regarding Icoria's directors and executive officers is contained
in Icoria's Annual Report Form 10-K for the year ended December 31, 2004 and
its proxy statement dated April 7, 2005, as filed with the SEC. As of August
31, Icoria's directors and executive officers owned approximately 2,865,000
shares, or 7.3%, of Icoria's common stock. A more complete description will
be available in the Registration Statement and the Proxy Statement/Prospectus.
About Icoria
Icoria, Inc. is a biotechnology company focused on the discovery of novel,
multi-parameter biomarkers using its unique multi-platform approach. Icoria
uses these biomarkers internally to develop multi-analyte diagnostics to
define and grade pathology or disease state with a high level of specificity
and sensitivity, and uses 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.
About Clinical Data, Inc.
Clinical Data, Inc., established in 1972, through its domestic and foreign
subsidiaries, focuses on the needs of physician offices and smaller clinical
laboratories. The company provides a complete range of products and consulting
services to the growing physician office laboratory market and offers blood
chemistry instrumentation and diagnostic assays to clinics and small hospitals
worldwide. Clinical Data Shares trade on the NASDAQ small cap market.
Additional Information and Where to Find It for Stockholders of Clinical
Data, Inc. and Genaissance Pharmaceuticals, Inc.
Clinical Data has filed a Registration Statement on Form S-4 with the SEC
(Reg. No. 333-127256) containing a definitive joint proxy statement/prospectus
regarding the proposed combination of Clinical Data and Genaissance
Pharmaceuticals. SHAREHOLDERS OF CLINICAL DATA AND SHAREHOLDERS OF GENAISSANCE
ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/
PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE COMBINATION. The definitive joint proxy
statement/prospectus has been mailed to shareholders of Clinical Data and
shareholders of Genaissance. Investors and security holders may obtain the
documents free of charge at the SEC's web site (http://www.sec.gov) or from
Clinical Data by contacting Mark D. Shooman or from Genaissance by contacting
Marcia Passavant.
Clinical Data and Genaissance, and their respective directors and
executive officers, may be deemed to be participants in the solicitation of
proxies in respect of the transactions contemplated by the merger agreement.
Information concerning the proposed directors and executive officers of
Clinical Data and Genaissance's respective directors and executive officers
and other participants in the proxy solicitation, including a description of
their interests, is included in the definitive joint proxy
statement/prospectus contained in the above-referenced Registration Statement
on Form S-4.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995
This press release contains forward-looking statements including, but not
limited to, Icoria's acquisition by Clinical Data, Inc., and the companies'
expectations for their healthcare based business models, and Icoria's
biomarker discovery platform. Such forward-looking statements are based on
current expectations of the companies' management 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, Clinical Data's ability to complete both the Genaissance merger
and the Icoria merger, and its subsequent ability to successfully integrate
the three companies and achieve expected synergies and operating efficiencies;
and Icoria's ability to obtain shareholder approval of the proposed
transaction, 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 Clinical Data's Form S-4 filed with
the SEC on August 29, 2005, Annual Report on Form 10-KSB for the fiscal year
ended March 31, 2005, and 2004 and 2005 Quarterly Reports on Form 10-QSB; and
Icoria's Quarterly Reports on Form 10-Q for the period ended June 30, 2005,
March 31, 2005, as amended, and its Annual Report on Form 10-K for the year
ended December 31, 2004, both as filed with the Securities and Exchange
Commission. The companies do 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 Icoria, Inc.
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Related links:
http://www.icoria.com
http://www.clda.com
CONTACT:
Media-Public Relations of Icoria, Inc.,
+1-919-425-2999; or Mark D. Shooman, Sr. Vice President & Chief
Financial Officer of Clinical Data Inc., +1-617-527-9933 Ext. 41
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