Signal Hill Acquisition (NASDAQ:SGHL)
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Sentigen Holding Corp. (Nasdaq:SGHL) today announced that at the special
meeting of stockholders held today, Sentigen stockholders approved the
adoption of the agreement and plan of merger with Invitrogen Corporation
(Nasdaq:IVGN), a global leader in life sciences. The transaction was
approved by more than 50% of the shares outstanding. Based on
discussions to date with Invitrogen, and contingent upon the
satisfaction of specified closing conditions, Sentigen believes that the
merger with Invitrogen will be completed within the next several weeks.
As previously announced, on August 31, 2006, Sentigen and Invitrogen
entered into a definitive merger agreement under which Invitrogen will
acquire Sentigen in a cash transaction at a price of $3.37 per share for
all shares currently issued and outstanding.
Prior to the merger, it is expected that Sentigen will distribute the
shares of SentiSearch, Inc., a newly-formed corporation, in a taxable
transaction, pro rata to the then existing stockholders of Sentigen.
SentiSearch, Inc. is expected to be a publicly traded company, initially
holding certain olfaction intellectual property previously owned by
Sentigen.
Additional Information about the proposed merger and where you can
find it
In connection with the proposed merger, Sentigen has filed a proxy
statement and other relevant materials with the Securities and Exchange
Commission (“SEC”).
The proxy statement and other relevant materials, and any other
documents filed by Sentigen with the SEC, may be obtained free of charge
at the SEC’s web site at www.sec.gov.
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™ 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
This news release includes forward-looking statements that involve risks
and uncertainties. Although Sentigen believes such statements are
reasonable, it can make no assurance that such statements will prove to
be correct. Such statements are subject to certain factors that may
cause results to differ materially from the forward-looking statements.
Such factors include the risk factors discussed in Sentigen's filings
with the Securities and Exchange Commission, including its most recent
Annual Report on Form 10-K and the merger proxy dated October 13, 2006,
copies of which may be obtained from Sentigen without charge. Sentigen
undertakes no obligation to publicly release results of any of these
forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unexpected results.
Sentigen Holding Corp. (Nasdaq:SGHL) today announced that at the
special meeting of stockholders held today, Sentigen stockholders
approved the adoption of the agreement and plan of merger with
Invitrogen Corporation (Nasdaq:IVGN), a global leader in life
sciences. The transaction was approved by more than 50% of the shares
outstanding. Based on discussions to date with Invitrogen, and
contingent upon the satisfaction of specified closing conditions,
Sentigen believes that the merger with Invitrogen will be completed
within the next several weeks.
As previously announced, on August 31, 2006, Sentigen and
Invitrogen entered into a definitive merger agreement under which
Invitrogen will acquire Sentigen in a cash transaction at a price of
$3.37 per share for all shares currently issued and outstanding.
Prior to the merger, it is expected that Sentigen will distribute
the shares of SentiSearch, Inc., a newly-formed corporation, in a
taxable transaction, pro rata to the then existing stockholders of
Sentigen. SentiSearch, Inc. is expected to be a publicly traded
company, initially holding certain olfaction intellectual property
previously owned by Sentigen.
Additional Information about the proposed merger and where you can
find it
In connection with the proposed merger, Sentigen has filed a proxy
statement and other relevant materials with the Securities and
Exchange Commission ("SEC"). The proxy statement and other relevant
materials, and any other documents filed by Sentigen with the SEC, may
be obtained free of charge at the SEC's web site at www.sec.gov.
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
This news release includes forward-looking statements that involve
risks and uncertainties. Although Sentigen believes such statements
are reasonable, it can make no assurance that such statements will
prove to be correct. Such statements are subject to certain factors
that may cause results to differ materially from the forward-looking
statements. Such factors include the risk factors discussed in
Sentigen's filings with the Securities and Exchange Commission,
including its most recent Annual Report on Form 10-K and the merger
proxy dated October 13, 2006, copies of which may be obtained from
Sentigen without charge. Sentigen undertakes no obligation to publicly
release results of any of these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the
occurrence of unexpected results.