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Invitrogen Corporation (Nasdaq:IVGN), a global leader in
life sciences, and Sentigen Holding Corp. (Nasdaq:SGHL) today
announced that they had entered into a definitive merger agreement
under which Invitrogen will acquire New Jersey-based Sentigen in a
cash transaction at a price of $3.37 per share, or approximately $25.9
million for all shares currently issued and outstanding. As of June
30, 2006, Sentigen had cash and cash investments on its books valued
at approximately $11.7 million and debt of $0.8 million.
Sentigen's proprietary Tango(TM) Assay System and division
arrested Assay Ready Cells(TM) will bolster Invitrogen's leading
position in assay development by providing a novel approach to screen
G-protein coupled receptors (GPCR) and other key drug target classes,
as well as providing a methodology to convert live cell assays into
ready-to-use consumable products. Sentigen will become a part of
Invitrogen's Discovery Sciences Business based in Madison, Wis.
Tango(TM) assay technology provides a universal assay system for
GPCR targets, the most screened target class in drug discovery. The
Tango(TM) assay platform also has utility in measuring protein-protein
interactions in living cells, which can be an important way to
determine the function of a protein of interest. Sentigen's Assay
Ready Cells(TM) technology is designed to improve the quality and
consistency of cellular assays used in drug screening and reduce the
need of our clients to engage in costly ongoing cell culture
operations to support cell-based drug discovery, effectively
uncoupling the process of cell production from drug screening.
"Adding Sentigen's capabilities to our drug discovery platform
gives researchers an even broader array of solutions for GPCR
screening, profiling and other cellular studies," explained Nick Ecos,
Vice President and General Manager of Invitrogen's Discovery Sciences
business.
"The synergy created by combining Invitrogen's cell and molecular
biology products with Sentigen's cell-based technologies and custom
services enhances our strategic commitment to scientists engaged in
cell-based drug discovery by offering our clients comprehensive
solutions and support," said Tom Livelli, Sentigen's President and
CEO.
The transaction is subject to customary closing conditions,
including the approval of Sentigen's stockholders and is expected to
close in the fourth quarter. Invitrogen does not expect this
acquisition to have a material affect on its financials in fiscal year
2006 or decelerate the progress of its share repurchase program
previously announced on August 3, 2006.
"We are committed to deploying our capital for purchases of
targeted acquisitions, such as Sentigen, as well as executing upon our
share repurchase program," said David Hoffmeister, Invitrogen's Chief
Financial Officer. "As we indicated on our earnings call, we plan to
use a sizable portion of the authorization in the near term and we
have already made progress towards this goal."
About Invitrogen Corporation
Invitrogen Corporation (Nasdaq:IVGN) provides products and
services that support academic and government research institutions
and pharmaceutical and biotech companies worldwide in their efforts to
improve the human condition. The company provides essential life
science technologies for disease research, drug discovery and
commercial bioproduction. Invitrogen's own research and development
efforts are focused on breakthrough innovation in all major areas of
biological discovery, including functional genomics, proteomics and
cell biology -- placing Invitrogen's products in nearly every major
laboratory in the world. Founded in 1987, Invitrogen is headquartered
in Carlsbad, Calif., and conducts business in more than 70 countries
around the world. The company globally employs approximately 4,800
professionals and had revenues of more than $1.2 billion in 2005. For
more information, visit www.invitrogen.com.
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
Certain statements contained in this press release are considered
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, and it is Invitrogen's
intent that such statements be protected by the safe harbor created
thereby. Forward-looking statements include, but are not limited to:
1) Sentigen's Tango Assay System and division arrested Assay Ready
Cells will improve Invitrogen's position in assay development for
GPCRs; and 2) the Sentigen business will become a part of Invitrogen's
Discovery Sciences Group. Potential risks and uncertainties include,
but are not limited to, the risks that: a) Sentigen's technologies may
not have a significant impact on Invitrogen's assay development
activities; and b) Invitrogen may choose to align the business in an
area outside the Discovery Sciences group., as well as other risks and
uncertainties detailed from time to time in Invitrogen's Securities
and Exchange Commission filings.