Genaissance (NASDAQ:GNSC)
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Clinical Data to Acquire Genaissance Pharmaceuticals
Combined Company to Deliver Industry-Defining Theranostics
NEWTON, Mass., and NEW HAVEN, Conn., June 21 /PRNewswire-FirstCall/ --
Clinical Data, Inc. (NASDAQ:CLDA) and Genaissance Pharmaceuticals, Inc.
(NASDAQ:GNSC) today announced that they have signed an agreement for Clinical
Data to acquire Genaissance Pharmaceuticals in an all-stock transaction valued
at approximately $56 million. The merger will marry the skills and
capabilities of a classic diagnostic company with a leader in the promising
area of pharmacogenomics, creating a combined company that will offer a unique
opportunity to enter the molecular diagnostics market.
Israel M. Stein, MD, President and Chief Executive Officer of Clinical Data
commented, "Genaissance Pharmaceuticals is a strong strategic fit, enabling us
to enter the molecular diagnostics market in a meaningful way. Genaissance
currently has two clinically relevant molecular diagnostic tests available
commercially and additional developmental opportunities in the CNS and
cardiovascular areas. We believe the acquisition will allow us to leverage our
market knowledge and experience with GNSC's platform to become a leading
pharmacogenomics company with high margin, proprietary tests and services
serving broad markets."
Dr. Stein continued, "Guiding pharmaceutical therapy through the use of
diagnostic tests, also known as "theranostics," requires the integration of
regulatory, research, clinical and marketing approaches. We strongly believe
the benefits of genetically targeted pharmacotherapy will undoubtedly become
essential to disease prevention and treatment."
Under the terms of the agreement, which has been unanimously approved by both
boards of directors, GNSC stockholders will receive, at a fixed exchange ratio,
0.065 shares of CLDA common stock for each share of GNSC common stock in a
tax-free exchange. Based on CLDA's and GNSC's closing prices on Monday, June
20, this represents a price of $1.33 per share of GNSC common stock. GNSC
preferred shareholders will exchange their shares for Clinical Data preferred
shares. As such and upon the close of the transaction, GNSC common and
preferred shareholders will own approximately forty percent (40%) of the
combined company. The transaction is subject to certain customary conditions
and is expected to close in the fourth calendar quarter.
Upon completion of the acquisition, current Genaissance board members Kevin
Rakin and Joseph "Skip" Klein III will join CLDA's board of directors. Burton
E. Sobel, MD, E.L. Amidon Professor, Physician-in-Chief, and Professor of
Biochemistry at the University of Vermont, will also join the Board, bringing
the total number of directors to seven.
Kevin Rakin, Chief Executive Officer of Genaissance Pharmaceuticals stated,
"Genaissance is aligning itself with a financially stable company, enabling us
to integrate our pharmacogenomics products and services with a well-established
company in the development and marketing of medical diagnostics. CLDA's strong
infrastructure, regulatory experience and marketing prowess will allow us to
deliver on the potential of our technology while participating in the growth of
a well- established, core business."
The combined company will be profit driven, operate domestically and
internationally, and will offer a wide range of reagents, instruments and
molecular testing services directed at the physician office and hospital
markets. The Company's DNA and pharmacogenomics services will continue to be
marketed to the pharmaceutical, biotechnology and agricultural marketplaces.
Randal J. Kirk, Chairman of Clinical Data said, "Pharmacogenomics is poised to
play a significant role in healthcare and is a growing area of research that is
gaining traction with pharmaceutical companies and clinicians. Through this
acquisition, CLDA is building on its strong existing foundation to enter new
markets and continue to be an innovator in improving patient healthcare."
As financial advisor to Clinical Data, WR Hambrecht + Co rendered a fairness
opinion to the Board of Directors in connection with this transaction. CIBC
World Markets Corp. acted as exclusive financial advisor to Genaissance
Pharmaceuticals, Inc. in this transaction.
IMPORTANT ADDITIONAL INFORMATION WILL 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 Clinical Data and Genaissance plan to
file with the SEC and mail to their respective stockholders a Joint Proxy
Statement/Prospectus in connection with the transaction. The Registration
Statement and the Joint Proxy Statement/Prospectus will contain important
information about Clinical Data, Genaissance, the transaction and related
matters. Investors and security holders are urged to read the Registration
Statement and the Joint Proxy Statement/Prospectus carefully when they are
available.
Investors and security holders will be able to obtain free copies of the
Registration Statement and the Joint Proxy Statement/Prospectus and other
documents filed with the SEC by Clinical Data and Genaissance through the web
site maintained by the SEC at http://www.sec.gov/ .
In addition, investors and security holders will be able to obtain free copies
of the Registration Statement and the Joint Proxy Statement/Prospectus 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
regarding Clinical Data's directors and executive officers is contained in
Clinical Data's Form 10-KSB for the year ended March 31, 2004, and its proxy
statement dated August 13, 2004, which are filed with the SEC. As of June 17,
2005, Clinical Data's directors and executive officers beneficially owned
approximately 3,709,680 shares, or 81.7%, of Clinical Data's common stock.
Information regarding Genaissance's directors and executive officers is
contained in Genaissance's Form 10-K for the year ended December 31, 2004, and
its proxy statement dated April 8, 2005, which are filed with the SEC. As
reported in Genaissance's proxy statement, Genaissance's directors and
executive officers beneficially owned approximately 3,446,987 shares, or 9.43%,
of Genaissance's common stock. A more complete description will be available
in the Registration Statement and the Joint Proxy Statement/Prospectus.
About Genaissance Pharmaceuticals, Inc.
Genaissance Pharmaceuticals, Inc. is a leader in the discovery and use of human
gene variation for the development of a new generation of DNA-based diagnostic
and therapeutic products. The Company's technology, services and clinical
development expertise are marketed to biopharmaceutical and diagnostic
development companies, as a comprehensive solution to their pharmacogenomic
needs. The Company's goal is to improve drug development, physicians' ability
to prescribe drugs, and patients' lives by elucidating the role of genetic
variation in drug response. Additionally, the Company provides Good Laboratory
Practices (GLP) compliant DNA banking and research and GLP compliant genotyping
and related services to a variety of companies.
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.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
This press release contains certain forward-looking information about the
transactions that are intended to be covered by the safe harbor for
"forward-looking statements" provided by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are statements that are not
historical facts. Words such as "expect(s)," "feel(s)," "believe(s)," "will,"
"may," "anticipate(s)" and similar expressions are intended to identify
forward-looking statements. These statements include, but are not limited to,
financial projections and estimates and their underlying assumptions;
statements regarding plans, objectives and expectations with respect to future
operations, products and services; and statements regarding future performance.
Such statements are subject to certain risks and uncertainties, many of which
are difficult to predict and generally beyond the control of the Company, that
could cause actual results to differ materially from those expressed in, or
implied or projected by, the forward-looking information and statements. These
risks and uncertainties include: those discussed and identified in public
filings with the U.S. Securities and Exchange Commission made by CLDA;
significant acquisitions or divestitures by major competitors; a downgrade in
our financial strength ratings; our ability to consummate CLDA's acquisition of
GNSC, to achieve expected synergies and operating efficiencies in the
acquisition and to successfully integrate our operations; our expectations
regarding the timing, completion and accounting and tax treatments of the
transactions and the value of the transaction consideration; and general
economic downturns. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof. CLDA does
not undertake any obligation to republish revised forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. Readers are also urged to carefully review
and consider the various disclosures in CLDA's various SEC reports, including
but not limited to its Annual Report on Form 10-KSB for the fiscal year ended
March 31, 2004, and the 2004 and 2005 quarterly Form 10-QSB filings.
DATASOURCE: Genaissance Pharmaceuticals, Inc.
CONTACT: Mark D. Shooman of Clinical Data, Inc., Sr. Vice President &
Chief Financial Officer, +1-617-527-9933 Ext. 41; Kevin Rakin of Genaissance
Pharmaceuticals, Inc., President & Chief Executive Officer, +1-203-786-3404,
; Rhonda Chiger of Rx Communications Group for
Genaissance Pharmaceuticals, Inc., Investors, +1-917-322-2569,
; Tom Redington of Redington, Inc. for Genaissance
Pharmaceuticals, Inc., Media, +1-203-222-7399,
Web site: http://www.genaissance.com/
http://www.clda.com/