Printer Friendly
The Free Library
19,585,952 articles and books
Member login
User name  
Password 
 
Join us Forgot password?

Acacia Research Stockholders Approve Recapitalization Proposal.


Business Editors & High-Tech 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.--(BUSINESS WIRE)--Dec. 11, 2002

Acacia Research Corporation (Nasdaq:ACRI) announced today that at a special meeting held today its stockholders voted in favor of a recapitalization proposal Recapitalization proposal

Often used in risk arbitrage. Plan by a target company to restructure its capitalization (debt and equity) in a way to ward off a hostile or potential suitor.
 to create two new classes of common stock and to divide its existing common stock into shares of the new classes of common stock. The recapitalization is expected to become effective at the start of business on December 13, 2002 when Acacia Research will issue the two new classes of common stock -- new "Acacia Research -- CombiMatrix" stock, which is intended to reflect the performance of its subsidiary, CombiMatrix Corporation, and new "Acacia Research -- Acacia Technologies
''Acacia Technologies was also the name of division within Computer Associates that effectively closed down in 2002 when its assets were sold to SSA Global Technologies.
" stock, which is intended to reflect the performance of Acacia Research's media technology businesses. The "Acacia Research -- CombiMatrix" stock and the "Acacia Research -- Acacia Technologies" stock are both classes of common stock of Acacia Research and are not stock issued by the respective groups. Both securities have been approved for listing on the Nasdaq Stock Market Nasdaq stock market

The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies.
 and separate trading in the new securities is expected to commence on December 16, 2002. The "Acacia Research -- CombiMatrix" stock will trade under the symbol "CBMX" and the "Acacia Research -- Acacia Technologies" stock will trade under the symbol "ACTG ACTG Acting
ACTG AIDS Clinical Trial Group
ACTG Actuating/Actuator
." Acacia Research stockholders will receive 0.5582 of a share of CombiMatrix stock, and one share of Acacia Technologies stock, for each share of common stock that they own.

Acacia Research stockholders and CombiMatrix stockholders also voted in favor of a merger proposal pursuant to which Acacia Research will acquire all the shares of CombiMatrix Corporation that it does not already own. The acquisition will be accomplished through a merger in which stockholders of CombiMatrix Corporation other than Acacia Research will receive one share of the new Acacia Research -- CombiMatrix stock in exchange for each share of CombiMatrix Corporation common stock that they own. The merger is also expected to become effective at the start of business on December 13, 2002. Stockholders also approved related proposals to adopt two new stock incentive plans.

About Acacia Research Corporation

Acacia Research develops licenses and provides products for the life science and media technology sectors. Acacia Research licenses its V-chip technology to television manufacturers and owns pioneering technology for digital streaming and video-on-demand. Acacia Research's CombiMatrix subsidiary is developing a biochip biochip

Small-scale device, analogous to an integrated circuit, constructed of or used to analyze organic molecules associated with living organisms. One type of theoretical biochip is a small device constructed of large organic molecules, such as proteins, and capable of
 technology for the life science market. Acacia Research's Web site is located at www.acaciaresearch.com.

About CombiMatrix Corporation

CombiMatrix Corporation 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 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 Corporation'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 An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 

Reform Act of 1995:

This news release contains forward-looking statements within the meaning of the "safe harbor" provisions of 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. 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 economic 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.

Where You Can Find Additional Information:

In connection with the recapitalization and merger, Acacia Research filed with the SEC a proxy statement/prospectus and other relevant materials that contain important information about the merger, the recapitalization and the stock incentive plans. The proxy statement/prospectus was mailed to the stockholders of Acacia Research and CombiMatrix prior to the special meetings of the stockholders of each corporation. Investors and stockholders of Acacia Research and CombiMatrix are urged to read the proxy statement/prospectus and the other relevant materials because they contain important information about Acacia Research, CombiMatrix, the merger, the recapitalization and the stock incentive plans. The proxy statement/prospectus and other relevant materials and any other documents filed by Acacia Research with the SEC may be obtained free of charge at the SEC's Web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Acacia Research by directing a request to: Acacia Research Corporation, 500 Newport Center Newport Center is a business, shopping, and entertainment district located on a high bluff overlooking Newport Harbor in Newport Beach, California. It was created in the early 1960s as part of William Pereira's master plan for the Irvine Ranch.  Drive, Newport Beach, CA 92660, Attn: Investor Relations Investor relations

The process by which the corporation communicates with its investors.
. Investors and security holders are urged to read the proxy statement/prospectus and the other relevant materials before making any investment decision with respect to the merger, the recapitalization or the stock incentive plans.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

 Reader Opinion

Title:

Comment:



 

Article Details
Printer friendly Cite/link Email Feedback
Publication:Business Wire
Geographic Code:1USA
Date:Dec 11, 2002
Words:877
Previous Article:Clare Micronix Teams With X-FAB Semiconductor Foundries To Produce Advanced Display Driver Electronics.
Next Article:Filming Commences on ``The Whole Ten Yards,'' Starring Bruce Willis, Matthew Perry and Amanda Peet, for Franchise Pictures.
Topics:



Related Articles
UNDP seeking blueprint through the year 2000.
A challenging bond plan.
Acacia Research Reports Second Quarter Financial Results.
Acacia Research Registration Statement Declared Effective.
Acacia Research -- CombiMatrix Stock and Acacia Research -- Acacia Technologies Stock Commence Trading On Nasdaq.
Acacia Research Reports Fourth Quarter and Year End Financial Results.
Acacia Research Reports First Quarter Results.
Acacia Research Reports Second Quarter Results.
Acacia Technologies Reaches Accord with University Attorneys on Licensing Terms for Digital Media Transmission Technology.

Terms of use | Copyright © 2012 Farlex, Inc. | Feedback | For webmasters | Submit articles