Acacia Research Announces Plan to Create Separate Nasdaq Listed Public Shares for Its CombiMatrix and Acacia Technologies Businesses.Business Editors & Health/Medical Writers BIOWIRE2K NEWPORT BEACH Newport Beach, residential and resort city (1990 pop. 66,643), Orange co., S Calif., on Newport Bay and the Pacific Ocean; inc. 1906. It is a popular seaside resort and yachting center. Manufactures include electrical and medical equipment, computers, boats, and adhesives. , Calif.--(BW HealthWire)--March 20, 2002 Acacia acacia (əkā`shə), any plant of the large leguminous genus Acacia, often thorny shrubs and trees of the family Leguminosae (pulse family). Research Corporation (Nasdaq:ACRI) announced today that its Board of Directors has approved a plan to divide its common stock into two new classes -- new "CombiMatrix" stock, that would reflect the performance of its subsidiary CombiMatrix Corporation, and new "Acacia Technologies
The plan will be submitted to the Company's stockholders for approval. If the plan is approved, Acacia Research stockholders would receive shares of both of the new classes of stock in exchange for the shares they now hold, and the new shares would be separately traded Nasdaq listed public securities. Paul R. Ryan, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Acacia Research, said: "We believe the separately traded shares would increase market awareness of the performance and value of our two distinct businesses, increase investor interest, attract industry-specific investors and better enable us to pursue strategic opportunities. This is an important step toward realizing the full market value of our separate businesses." Acacia also announced that its Board of Directors and CombiMatrix's Board of Directors have approved an Agreement for Acacia to acquire the minority stockholder interest in CombiMatrix. The proposed acquisition would be accomplished through a merger in which the minority stockholders of CombiMatrix would receive shares of the new "CombiMatrix" stock, in exchange for their existing shares. The proposed transaction will be submitted to the stockholders of both Companies for approval. "CombiMatrix minority stockholders and Acacia Research stockholders would both benefit by receiving publicly traded Nasdaq listed shares of the new `CombiMatrix' stock," commented Dr. Amit Kumar, CEO & President of CombiMatrix. "Both groups of stockholders would benefit from the liquidity provided by the new `CombiMatrix' stock if the proposals are approved," concluded Dr. Kumar. A.G. Edwards and Gerard Klauer Mattison are investment advisors Investment Advisor 1. A person making investment recommendations in return for a flat fee or percentage of assets managed, known as a commission. 2. For mutual fund companies, it is the individual who has the day-to-day responsibility of investing and monitoring the cash and for CombiMatrix in the merger and William Blair
Commenting on this new structure, Mr. Ryan stated: "To maximize the potential value of our distinct businesses, we are pursuing a financial and operating structure that will allow our two businesses to grow as quickly as possible. After reviewing various alternative operating structures, our Board believes this targeted approach is optimal for our situation." Acacia Research's Board of Directors believes the new stock structure can unlock numerous benefits for stockholders, achieving the following important objectives: 1. Facilitate autonomy. The structure allows each business to optimize its own identity, business strategy and financial model. 2. Accommodate investor interests. The structure is designed to serve the interests of investors by providing separate investment vehicles for Acacia's different businesses, particularly to the extent those businesses operate in different industry sectors and have different characteristics and goals with respect to timing, growth, risks, and financial requirements. 3. Attract institutional research. The separate stocks would enable research coverage by industry specific analysts. 4. Targeted stock ownership. The structure would enable Acacia Research stockholders to have targeted ownership of both "Acacia Technologies" stock and "CombiMatrix" stock. 5. Acquisition currencies. The Company would have two different equity securities for issuance in connection with any potential acquisitions. The proposed recapitalization Recapitalization Restructuring a company's debt and equity mixture often with the aim of making a company's capital structure more stable. Notes: Companies often want to diversify their debt-to-equity ratio to improve liquidity. and merger are subject to several important conditions, including receipt of stockholder approval for both companies, receipt of satisfactory tax and accounting opinions, approval of the proposed merger by a special committee of the CombiMatrix Board of Directors, receipt of a fairness opinion Fairness Opinion A report put together by qualified analysts or advisors providing to key decision makers an evaluation of and facts about a merger or acquisition. Notes: A fairness opinion serves as a document used for guidance in a merger, takeover, or acquisition. regarding the merger, approval for listing of both of the new shares on Nasdaq and other customary conditions. Prior to the completion of the proposed transaction, Acacia Research and CombiMatrix anticipate that Acacia would convey its majority ownership of Advanced Material Sciences to CombiMatrix in exchange for CombiMatrix stock. Acacia Research is preparing to file a preliminary proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. with the U.S. Securities and Exchange Commission, and the proposals are expected to be presented to stockholders for approval at a special meeting. Proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other will be mailed to stockholders following a registration statement being declared effective. This press release does not constitute an offer of any security for sale or solicitation of an offer to buy. Any sale of the securities will be made only by means of the prospectus included within the registration statement. About Acacia Research Corporation Acacia Research develops, licenses and provides products for the life science and media technology sectors. Acacia licenses its V-chip technology to television manufacturers and owns pioneering technology for digital streaming and video-on-demand. Acacia's CombiMatrix subsidiary is developing a bio-chip technology for the life science market. Acacia Research's Web site is located at www.acaciaresearch.com. About CombiMatrix CombiMatrix is developing a platform technology that has a wide range of applications, from DNA DNA: see nucleic acid. DNA or deoxyribonucleic acid One of two types of nucleic acid (the other is RNA); a complex organic compound found in all living cells and many viruses. It is the chemical substance of genes. synthesis/diagnostics to immunochemical im·mu·no·chem·is·try n. The chemistry of immunologic phenomena, as of antigen-antibody reactions. im detection. The platform allows the company to rapidly produce customizable active biochips, which are semiconductor-based tools for use in identifying and determining the roles of genes, gene mutations Noun 1. gene mutation - (genetics) a mutation due to an intramolecular reorganization of a gene point mutation genetic science, genetics - the branch of biology that studies heredity and variation in organisms and proteins. The company is designing its products principally to be responsive to the needs of pharmaceutical, biotechnology, and academic researchers in analyzing raw genomic data in the discovery and development of pharmaceutical products. CombiMatrix's Web site is located at www.combimatrix.com Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement under the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995: This news release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including the recent slowdown affecting technology companies, our ability to successfully develop products, rapid technological change in our markets, changes in demand for our future products, legislative, regulatory and competitive developments and general economic conditions. Our Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. , recent and forthcoming Quarterly Reports on Form 10-Q Form 10-Q See 10-Q. , recent Current Reports on Forms 8-K and 8-K/A, and other SEC filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. |
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