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deCODE genetics, Inc. Files Voluntary Chapter 11 Petition to Facilitate Sale of Assets
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Enters into asset purchase agreement and receives commitment for
debtor-in-possession financing to continue operations during Chapter 11
process
REYKJAVIK, Iceland, Nov. 17 /PRNewswire-FirstCall/ -- deCODE genetics,
Inc. (Nasdaq: DCGN) today announced that it has filed a voluntary petition
for relief under Chapter 11 of the United States Bankruptcy Code with the
United States Bankruptcy Court for the District of Delaware to facilitate
the sale of substantially all of its assets. deCODE is continuing to
operate its business and manage its properties as a debtor-in-possession
pursuant to Sections 1107 and 1108 of the Bankruptcy Code.
In recent months, deCODE and its advisors have explored multiple
restructuring alternatives, including the sale of specific portions of
deCODE's operations, the sale or license of its drug discovery programs,
the restructuring of its outstanding convertible notes and the obtaining of
new equity financing. As a result of these efforts, deCODE has entered into
and filed concurrently with its Chapter 11 petition an asset purchase
agreement with Saga Investments LLC (Saga) to sell its Iceland-based
subsidiary Islensk Erfdagreining (IE), and its drug discovery and
development programs. This agreement, pursuant to Section 363 of the
Bankruptcy Code, is subject to a number of contingencies, including a
competitive bidding procedure and court approval in accordance with
bankruptcy law. IE conducts deCODE's human genetics research, manages its
population genetics resources and provides its personal genome scans,
DNA-based risk assessment tests, and genomics services for contract
customers.
deCODE expects that if the asset sale is consummated it would be
liquidated pursuant to a plan of liquidation which would be subject to the
approval of the bankruptcy court. In the event of a liquidation, any
recovery for stockholders of deCODE would be highly unlikely.
deCODE has also entered into a secured loan agreement with Saga which,
subject to bankruptcy court approval, will provide the Company with interim
financing to fund post-petition operating expenses. deCODE expects this
debtor-in-possession financing, if consummated, to allow the delivery of
services to deCODE's customers and clients to continue without interruption
during the bankruptcy process. Saga's investors include Polaris Venture
Partners and Arch Venture Partners.
deCODE has filed various "first day" motions with the bankruptcy court
to ensure its ability to conduct normal business operations. This Chapter
11 filing is for deCODE genetics, Inc. only and does not include IE or
deCODE's former U.S.-based subsidiaries deCODE Biostructures Inc. and
Emerald BioSystems Inc., recently sold to an unrelated third party.
Additional information about deCODE's Chapter 11 case, which has been
assigned case number 09-14063, will be posted along with bankruptcy court
documents when these become available on the website of the court's claims
agent at http://www.delclaims.com.
About deCODE
deCODE is a global leader in analysing and understanding the human
genome. deCODE has identified key variations in the sequence of the genome
conferring increased risk of major public health challenges from
cardiovascular disease to cancer, and employs its gene discovery engine to
develop DNA-based tests to assess individual risk of common diseases; to
license its tests and intellectual property to partners; and to provide
comprehensive, leading- edge contract services to companies and research
institutions around the globe. Through its CLIA- and CAP-certified
laboratory deCODE offers DNA-based tests for gauging risk and empowering
prevention of common diseases, including deCODE T2(TM) for type 2 diabetes;
deCODE AF(TM) for atrial fibrillation and stroke; deCODE MI(TM) for heart
attack; deCODE ProstateCancer(TM) for prostate cancer; deCODE Glaucoma(TM)
for a major type of glaucoma; and deCODE BreastCancer, for the common forms
of breast cancer. Through its pioneering personal genome analysis service
deCODEme(TM), deCODE enables individuals to better understand their risk of
dozens of common diseases and to learn about their ancestry and other
traits. deCODE's therapeutics portfolio includes DG041, an antiplatelet
compound being developed for the prevention of arterial thrombosis; DG051,
a compound targeting the leukotriene pathway for the prevention of heart
attack; and DG071 and a platform for other PDE4 modulators with therapeutic
applications in Alzheimer's disease and other conditions. Visit us on the
web at http://www.decode.com; at http://www.decodediagnostics.com; at http://www.decodeme.com;
and on our blog at http://www.decodeyou.com.
Any statements contained in this presentation that relate to future
plans, events or performance are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, without limitation, statements
regarding deCODE's expectations concerning the bankruptcy process and the
continuation of day-to-day operations. deCODE's actual results could differ
materially from those anticipated in the forward-looking statements as a
result of risks and uncertainties, including, without limitation, (1) the
impact of today's announcement on deCODE's operations; (2) the ability of
deCODE to maintain sufficient debtor-in-possession financing to fund its
operations and the expenses of the Chapter 11 proceeding; (3) the ability
of deCODE to obtain court approval of its first day papers and other
motions in the Chapter 11 proceeding; (4) the outcome and timing of the
proposed sale of deCODE's assets, including deCODE's ability to close a
transaction with Saga or any other purchaser; (5) the uncertainty
associated with motions by third parties in the bankruptcy proceeding; (6)
deCODE's ability to obtain and maintain normal terms with vendors and
service providers and contracts that are critical to its operation; and (7)
other risks identified in deCODE's filings with the Securities and Exchange
Commission, including, without limitation, the risk factors identified in
our most recent Annual Report on Form 10-K and any updates to those risk
factors filed from time to time in our Quarterly Reports on Form 10-Q or
Current Reports on Form 8-K. deCODE undertakes no obligation to update or
alter these forward-looking statements as a result of new information,
future events or otherwise.
Contacts:
deCODE genetics
Joy Bessenger Edward Farmer Gisli Arnason
+1 212 481 3891 +354 570 2819 +354 570 1900
ir@decode.is info@decode.is info@decode.is
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