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Applera Corporation's Board of Directors Formally Approves Proposed Separation of Its Celera Business.


NORWALK, Conn. -- Applera Corporation today announced that its board of directors has formally approved the proposed separation of the Celera Group (NYSE NYSE

See: New York Stock Exchange
:CRA See Community Reinvestment Act. ) from Applera's remaining businesses. The separation will be accomplished by means of a redemption of all of the outstanding shares of Applera Corporation - Celera Group tracking stock. In the redemption, each outstanding share of Celera Group tracking stock will be redeemed in exchange for one share of common stock of Celera Corporation, presently a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 of Applera. Upon completion of the separation, Celera Corporation will hold all of the businesses, assets and liabilities attributed to the Celera Group, and will be an independent, publicly traded company publicly traded company

A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market.
 whose shares are expected to be listed 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.
. The Celera Corporation shares distributed in the redemption of the Celera Group tracking stock will constitute all of Celera Corporation's outstanding common stock.

The separation is expected to be completed at 12:01 a.m. ET, on July 1, 2008, subject to a number of conditions, including receipt of an opinion from counsel to Applera regarding the tax consequences of the separation and the redemption, and the Securities and Exchange Commission declaring effective, on or prior to June 15, 2008, Celera Corporation's registration statement on Form S-1 relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the separation. If the registration statement is not declared effective by that date, the redemption will be effected on the first business day of the calendar month next succeeding the month in which the SEC has declared effective the registration statement on or prior to the 15th day of that month.

Kathy Ordonez, currently President of the Celera Group, will serve as Celera's Chief Executive Officer, and the company's corporate headquarters will be based in Alameda, California. Applera Corporation-Applied Biosystems Group (NYSE:ABI Abi (ā`bī) [short for Abijah], in the Bible, King Hezekiah's mother.


(Application Binary Interface) A specification for a specific hardware platform combined with the operating system.
) common stock would continue to be traded on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
.

Celera Corporation has filed a registration statement with the SEC in connection with the separation. Security holders are urged to read the registration statement because it contains important information. Investors may obtain a free copy of these materials when they become available as well as other materials filed with the SEC concerning Applera and Celera Corporation at the SEC's website at http://www.sec.gov.

Holders of Celera Group tracking stock will receive, at an appropriate time, information on how to exchange their shares of Celera Group tracking stock for shares of Celera Corporation common stock. This press release does not constitute an offer of any securities for sale.

About Applera Corporation

Applera Corporation consists of two operating groups. Celera is a diagnostics business delivering personalized disease management through a combination of products and services incorporating proprietary discoveries. Berkeley HeartLab, a subsidiary of Celera, offers services to predict cardiovascular disease Cardiovascular disease
Disease that affects the heart and blood vessels.

Mentioned in: Lipoproteins Test

cardiovascular disease 
 risk and optimize patient management. Celera also commercializes a wide range of molecular diagnostic products through its strategic alliance with Abbott and has licensed other relevant diagnostic technologies developed to provide personalized disease management in cancer and liver diseases. Applied Biosystems serves the life science industry and research community by developing and marketing instrument-based systems, consumables, software, and services. Customers use these tools to analyze nucleic acids Nucleic acids
The cellular molecules DNA and RNA that act as coded instructions for the production of proteins and are copied for transmission of inherited traits.
 (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.
 and RNA RNA: see nucleic acid.
RNA
 in full ribonucleic acid

One of the two main types of nucleic acid (the other being DNA), which functions in cellular protein synthesis in all living cells and replaces DNA as the carrier of genetic
), small molecules, and proteins to make scientific discoveries and develop new pharmaceuticals. Applied Biosystems' products also serve the needs of some markets outside of life science research, which we refer to as "applied markets," such as the fields of: human identity testing (forensic and paternity testing paternity testing

see parentage testing.
); biosecurity, which refers to products needed in response to the threat of biological terrorism and other malicious, accidental, and natural biological dangers; and quality and safety testing, such as testing required for food and pharmaceutical manufacturing. Applied Biosystems is headquartered in Foster City, CA, and reported sales of approximately $2.1 billion during fiscal 2007. Information about Applera Corporation, including reports and other information filed by the company with the Securities and Exchange Commission, is available at http://www.applera.com, or by telephoning 800.762.6923. Information about Celera is available at http://www.celera.com. Information about Applied Biosystems is available at http://www.appliedbiosystems.com.

Forward-Looking Statements

Some statements contained in, or incorporated by reference in, this press release are forward-looking and are subject to a variety of risks and uncertainties. These forward-looking statements may be identified by the use of forward-looking words or phrases such as "believe," "expect," "intend," and "anticipate,", among others. The forward-looking statements contained in this press release are based on our current expectations, and those made at other times will be based on our expectations when the statements are made. We cannot guarantee that any forward-looking statements will be realized.

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 provides a "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.
" for forward-looking statements. To comply with the terms of the safe harbor, we note that a variety of factors could cause actual results and experience to differ materially from anticipated results or other expectations expressed in forward-looking statements. We also note that achievement of anticipated results or expectations in forward-looking statements is subject to the possibility that assumptions underlying forward-looking statements will prove to be inaccurate. Investors should bear this in mind as they consider forward-looking statements. The risks and uncertainties that may affect the operations, performance, development, and results of our business include, but are not limited to, those described under the heading "Risks Factors" in 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.
 for the fiscal year ended June 30, 2007. We note that our business could be affected by other factors that we have not disclosed because we think they are immaterial. Also, there may be additional risks and uncertainties that could affect our businesses but which are not currently known to us.

Copyright(c) 2008. Applera Corporation. All Rights Reserved. Applied Biosystems, AB (Design), and Celera are registered trademarks, and Applera and Celera are trademarks of Applera Corporation or its subsidiaries in the U. S. and/or certain other countries.
COPYRIGHT 2008 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2008 Gale, Cengage Learning. All rights reserved.

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Publication:Business Wire
Date:May 9, 2008
Words:986
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