BioVeris Completes Merger With Roche
June 26 2007 - 12:14PM
PR Newswire (US)
GAITHERSBURG, Md., June 26 /PRNewswire-FirstCall/ -- BioVeris
Corporation (NASDAQ:BIOV) announced today that on June 25, 2007, at
a Special Meeting of Stockholders, the Company's stockholders voted
to approve Roche's acquisition of BioVeris, and that the
transaction was completed earlier today. The acquisition will allow
Roche Diagnostics to expand its immunochemistry business from the
human diagnostic field into new market segments such as life
science research, life science development, patient self testing,
veterinary testing, drug discovery, drug development and clinical
trials. By acquiring BioVeris, Roche will own the complete patent
estate of the electrochemiluminescence (ECL) technology deployed in
its Elecsys product line which gives Roche Diagnostics the
opportunity to fully exploit the entire immunochemistry market.
Samuel J. Wohlstadter, former Chairman and Chief Executive Officer
of BioVeris, said: "I am extremely pleased that this transaction
was successfully completed. I want to thank all of BioVeris'
customers, stockholders and employees for their support throughout
this process." In connection with the transaction, two newly formed
entities established by Mr. Wohlstadter purchased from BioVeris
rights to certain intellectual property and related assets
associated with BioVeris's vaccines research and a non-exclusive
limited license to use the ECL technology. These transactions with
Mr. Wohlstadter were approved by a Special Committee of independent
directors of BioVeris's board. Based on the results of the voting
at the special meeting of BioVeris stockholders, approximately 92%
of the shares of BioVeris Common Stock and 100% of the shares of
Series B Preferred Stock present and voting, in person or by proxy,
at the special meeting voted in favor of the Merger Agreement. The
number of shares that voted to approve the Merger represents
approximately 72% of the total number of outstanding shares of
BioVeris Common Stock and 100% of the Series B Preferred Stock
outstanding and entitled to vote as of May 17, 2007, the record
date for the special meeting. BioVeris has notified the NASDAQ
Global Market of the closing of the transaction and expects that no
further trading in BioVeris stock will occur after today and that
its shares will no longer be listed. Roche has appointed
Computershare Inc. as paying agent, and, as soon as practicable,
will mail a letter of transmittal and instructions to all BioVeris
stockholders of record. The letter of transmittal and instructions
will contain information on how to surrender stock certificates
representing shares of BioVeris Common Stock in exchange for $21.50
per share, without interest. BioVeris' stockholders of record
should wait until they receive the letter of transmittal before
surrendering their stock certificates. Stockholders who hold shares
through a bank or broker will not have to take any action to have
their shares exchanged for the merger consideration as such
exchanges will be handled by the bank or broker. About BioVeris
Corporation BioVeris Corporation is a global health care and
biosecurity company developing proprietary technologies in
diagnostics and vaccinology. The Company is dedicated to the
development and commercialization of innovative products and
services for healthcare providers, their patients and their
communities. BioVeris is headquartered in Gaithersburg, Maryland.
Further information about BioVeris is available at
http://www.bioveris.com/. About Roche Headquartered in Basel,
Switzerland, Roche is one of the world's leading research-focused
healthcare groups in the fields of pharmaceuticals and diagnostics.
As the global leader in biotechnology, Roche contributes on a broad
range of fronts to improving people's health and quality of life by
supplying innovative products and services for the early detection,
prevention, diagnosis and treatment of diseases. Roche is the world
leader in in-vitro diagnostics, the leading supplier of drugs for
cancer and transplantation and a market leader in virology. It is
also engaged in other important therapeutic areas including
autoimmune, inflammatory and metabolic disease and diseases of the
central nervous system. In 2006 sales by the Pharmaceuticals
Division totaled 33.3 billion Swiss francs, and the Diagnostics
Division posted sales of 8.7 billion Swiss francs. Roche employs
roughly 75,000 people worldwide and has R&D agreements and
strategic alliances with numerous partners, including majority
ownership interests in Genentech and Chugai. Additional information
about the Roche Group is available on the Internet at
http://www.roche.com/. DATASOURCE: BioVeris Corporation CONTACT:
George Migausky of BioVeris Corporation, +1-301-869-9800, Ext.
2013; or Investors, Jonathan Fassberg of The Trout Group,
+1-212-477-9007, Ext. 16; or Media, Andrew Cole, +1-415-618-8750,
Lesley Bogdanow, +1-212-687-8080, both of Sard Verbinnen & Co
Web site: http://www.bioveris.com/ http://www.roche.com/
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