Applied Biosystems Transfers Its Interest in Celera Diagnostics to Celera Genomics in Exchange for Various Considerations and Cash.FOSTER CITY, Calif. -- Applied Biosystems Applied Biosystems, Inc. (formerly NASDAQ: ABIO) is the original name of a pioneer biotechnology company founded in 1981 in Foster City, California, among the Silicon Valley cities of the southern San Francisco Bay Area. Group (NYSE NYSE See: New York Stock Exchange :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. ): E[acute accent acute accent n. A mark (´) indicating: a. that a vowel is close or tense, as é in French été. b. that a vowel or syllable has a high or rising pitch, as in Chinese or Ancient Greek. c. ]--Applied Biosystems to Serve End-User Clinical Diagnostics Instrumentation Market as well as Research Markets E[acute accent]--Conference Call at 10 a.m. EST EST electroshock therapy. EST abbr. electroshock therapy Tomorrow E[acute accent]Applera Corporation today announced that its Board of Directors has approved a restructuring of its Celera Diagnostics joint venture, whereby, effective January 1, 2006, Applied Biosystems has transferred its 50 percent interest in the joint venture to Celera Genomics in exchange for a package of considerations to Applied Biosystems. Since its formation in 2001, Celera Diagnostics has been held equally by Applera's two business groups, Applied Biosystems Group (NYSE:ABI) and Celera Genomics Group (NYSE:CRA See Community Reinvestment Act. ). E[acute accent]"Several factors have contributed to our conclusion that this restructuring is in the best interests of both Applied Biosystems and Celera Genomics," said Tony L. White, Chairman, President and Chief Executive Officer of Applera Corporation. "Transferring full ownership of Celera Diagnostics to Celera Genomics: acknowledges growing synergies between these businesses; provides greater visibility for the promising developments at Celera Diagnostics; responds to shareholder interests for simplicity in our organizational structure To comply with Wikipedia's lead section guidelines, one should be written. ; and provides investors with a direct means to invest in the growing diagnostics business." E[acute accent]"At the same time, the restructuring enables an expansion of Applied Biosystems' field of activity to include end-user clinical diagnostic instrumentation in addition to its current instrumentation for the research market," continued Mr. White. "Applied Biosystems and Celera will work together and, through the alliance Celera Diagnostics has with Abbott Laboratories Abbott Laboratories (NYSE: ABT) is a diversified pharmaceuticals and health care company. It has over 65,000 employees and operates in 130 countries. The corporate headquarters are in Abbott Park, Illinois, a neighborhood of North Chicago, Illinois. , will bring their unique skills in instrument and assay development to serve the diagnostic marketplace. In sum, we are confident that the restructuring creates strategic advantages for both Applied Biosystems and Celera Genomics, and that these changes should help both Applera businesses deliver greater value to our customers, collaborative partners, and stockholders." E[acute accent]Applera also announced that it has restructured its alliance with Abbott. Under the new relationship, the companies will continue to work with each other exclusively through a profit sharing profit sharing, arrangement by which employees receive, in addition to their wages, a share of the net profits of a business. The purpose is to give them an incentive to increase their output through enhanced morale, less wasteful use of materials, better care of arrangement between Abbott and Celera in most areas of molecular diagnostics, while both companies will also work individually outside the alliance in other selected areas. Mr. White commented, "Abbott has been an outstanding partner, and our relationship with them has provided substantial value to Applera and our customers. We look forward to continuing our work with Abbott in the growing field of molecular diagnostics." E[acute accent]Catherine M. Burzik, President, Applied Biosystems, said, "Less than five years after the publication of draft maps of the human genome The human genome is the genome of Homo sapiens, which is composed of 24 distinct pairs of chromosomes (22 autosomal + X + Y) with a total of approximately 3 billion DNA base pairs containing an estimated 20,000–25,000 genes. , the rapid adoption of genomics is blurring the once clear distinction between research customers and diagnostic customers. This restructuring will give Applied Biosystems the ability to develop and sell instruments for end-user clinical diagnostic applications. We are already a global leader in serving the life science research community. We will now develop and market our instruments to end-users across the full continuum from basic research to clinical medicine." E[acute accent]"Having this freedom to operate in the clinical diagnostics instrumentation market will both enhance our competitiveness today and position Applied Biosystems to capture growth from the exciting molecular diagnostics field as the linkage between genetic variation and disease is better understood," concluded Ms. Burzik. "We are also expecting significant value from the new elements in our relationship with Celera, including increased R&D collaboration and regulatory support in the development of Applied Biosystems' diagnostic instrument systems, as well as from the diagnostic instruments we expect to continue to develop for the Celera/Abbott alliance." E[acute accent]In determining that the restructuring is in the best interests of the corporation and its stockholders, the Applera Board considered numerous factors and utilized the assistance and advice of several independent advisors. Included in the process were independent analyses of: Applied Biosystems' 50 percent interest in the joint venture; the various considerations made to Applied Biosystems in the restructuring; and the pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma impact of the restructuring on Applied Biosystems and Celera Genomics. E[acute accent]The financial elements of the consideration made to Applied Biosystems in connection with the restructuring of Celera Diagnostics are: E[acute accent]--Applied Biosystems gains the right to sell instrument platforms to end-user diagnostic customers, a field of activity previously reserved for Celera Diagnostics. Applied Biosystems anticipates its entry into the clinical diagnostic instrumentation market will increase revenue and margin. Applied Biosystems will also be the preferred supplier of certain diagnostic instruments to the Celera/Abbott alliance, and the Celera/Abbott alliance will be the preferred diagnostics company marketing certain Applied Biosystems' instruments. E[acute accent]--Celera Genomics provides certain R&D and regulatory support to Applied Biosystems at cost, including assistance in the development of new PCR PCR polymerase chain reaction. PCR abbr. polymerase chain reaction Polymerase chain reaction (PCR) reagents and clinical diagnostic instrument systems that are expected to lead to increased revenue and margin for Applied Biosystems. Additionally, Celera will utilize its GMP GMP (guanosine monophosphate): see guanine. reagent reagent /re·a·gent/ (re-a´jent) a substance used to produce a chemical reaction so as to detect, measure, produce, etc., other substances. re·a·gent n. manufacturing capability to manufacture selected products for Applied Biosystems' customers. E[acute accent]--Celera Genomics forgives future royalties due through 2017 on sales of selected Applied Biosystems' products under terms of the Marketing and Distribution agreement between the Groups. E[acute accent]--Celera Genomics has paid Applied Biosystems $30 million in cash. E[acute accent]The impact of this consideration and the restructuring of Celera Diagnostics is not expected to be material to Applied Biosystems' fiscal 2006 financial results. E[acute accent]Alameda, CA-based Celera Diagnostics was established in 2001 to discover and develop new gene- and protein-based diagnostic tests. Marketed products include the HIV-1 ViroSeq Genotyping Genotyping refers to the process of determining the genotype of an individual with a biological assay. Current methods of doing this include PCR, DNA sequencing, and hybridization to DNA microarrays or beads. System(TM), analyte specific reagents The FDA defines analyte specific reagents (ASRs) in 21 CFR 864.4020 as “antibodies, both polyclonal and monoclonal, specific receptor proteins, ligands, nucleic acid sequences, and similar reagents which, through specific binding or chemical reaction with used to detect genetic mutations associated with cystic fibrosis cystic fibrosis (sĭs`tĭk fībrō`sĭs), inherited disorder of the exocrine glands (see gland), affecting children and young people; median survival is 25 years in females and 30 years in males. , and analyte specific reagents used for viral load viral load n. The concentration of a virus, such as HIV, in the blood. viral load, n a measure of the number of virus particles present in the bloodstream, expressed as copies per milliliter. monitoring and genotyping Hepatitis C Hepatitis C Definition Hepatitis C is a form of liver inflammation that causes primarily a long-lasting (chronic) disease. Acute (newly developed) hepatitis C is rarely observed as the early disease is generally quite mild. . These products are sold through an alliance with Abbott Laboratories that markets additional products, including the m2000 RealTime(TM) molecular diagnostic system and assays. Fiscal 2005 end-user sales of Celera Diagnostics products and other products sold through the profit-sharing alliance with Abbott were $61.7 million, a 34 percent increase compared to the prior fiscal year. E[acute accent]Applera's Board of Directors obtained financial advice and assistance relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the restructuring from Molecular Securities Inc. and a financial analysis of the fair value of the transaction from Morgan Stanley LLC - Logical Link Control also provided input to the market analyses developed by Celera Diagnostics. E[acute accent]A corresponding press release is being issued with this release by Celera Genomics Group. E[acute accent]Conference Call and Webcast E[acute accent]A conference call with Applera Corporation executives will be held at 10 a.m. EST tomorrow to discuss this announcement. Investors, securities analysts, representatives of the media and other interested parties who would like to participate should dial 706-634-4992 (code "Applera") at any time from 9:45 a.m. until the end of the call. This conference call will also be webcast. Interested parties who wish to listen to the webcast should visit the "Investors & Media" section of either www.applera.com or www.celera.com, or the "Investors" section of www.appliedbiosystems.com. A digital recording will be available approximately two hours after the completion of the conference call and until January 22, 2006. Interested parties should call 706-645-9291 and enter conference ID number 4084993. Additionally, Applied Biosystems management will discuss this announcement during its webcast presentation at the JP Morgan Healthcare Conference, Tuesday, January 10, 2006, at 11 a.m. PST PST Paroxysmal supraventricular tachycardia, see there . E[acute accent]About Applera Corporation and Applied Biosystems E[acute accent]Applera Corporation consists of two operating groups. E[acute accent]The Applied Biosystems Group 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 Noun 1. biological terrorism - terrorism using the weapons of biological warfare bioterrorism act of terrorism, terrorism, terrorist act - the calculated use of violence (or the threat of violence) against civilians in order to attain goals that are and other malicious, accidental, and natural biological dangers; and quality and safety testing, for example in food and the environment. Applied Biosystems is headquartered in Foster City, CA, and reported sales of nearly $1.8 billion during fiscal 2005. E[acute accent]The Celera Genomics Group is focused on discovery, development, and commercialization of diagnostic products as well as leveraging its proteomic, bioinformatic, and genomic capabilities to identify and validate drug targets, and is also seeking to advance therapeutic antibody and selected small molecule drug programs in collaboration with global technology and market leaders. 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 Applied Biosystems is available at http://www.appliedbiosystems.com. E[acute accent]Forward-Looking Statements E[acute accent]Certain statements in this press release are forward-looking. These may be identified by the use of forward-looking words or phrases such as "believe," "expect," "should," "anticipate," and "planned," among others. These forward-looking statements are based on Applera Corporation's current expectations. 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 such forward-looking statements. In order to comply with the terms of the safe harbor, Applera Corporation notes that a variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The risks and uncertainties that may affect the operations, performance, development, and results of Applied Biosystems businesses, including its new activities in the clinical diagnostics instrumentation market, include but are not limited to: (1) rapidly changing technology could adversely affect demand for Applied Biosystems' products, and its business is dependent on development and customer acceptance of new products; (2) Applied Biosystems' sales are dependent on customers' capital spending capital spending Spending for long-term assets such as factories, equipment, machinery, and buildings that permits the production of more goods and services in future years. policies and government-sponsored research; (3) Applied Biosystems' significant overseas operations, with attendant exposure to fluctuations in the value of foreign currencies; (4) risks associated with Applied Biosystems' growth strategy, including difficulties in integrating acquired operations or technology; (5) potential liabilities related to the use of hazardous materials; (6) the risk of earthquakes, which could interrupt Applied Biosystems' operations; (7) risks associated with lawsuits, arbitrations, investigations, and other legal actions with private parties and governmental entities, particularly involving claims for infringement of patents and other intellectual property rights, and the possibility that Applied Biosystems may need to license intellectual property from third parties to avoid or settle such claims; (8) Applied Biosystems' dependence on the operation of computer hardware, software, and Internet applications and related technology for its businesses, particularly those focused on the development and marketing of information-based products and services; (9) uncertainty that clinical diagnostic instruments to be developed by Applied Biosystems will receive required regulatory clearances and/or will be accepted and adopted by the market, including the risk that these products will not be competitive with products offered by other companies; (10) Applied Biosystems' reliance on a single supplier or a limited number of suppliers for some key products and key components of some of its products; and (11) other factors that might be described from time to time in Applera Corporation's filings with the Securities and Exchange Commission. In addition, the financial analyses performed by the Board and its independent advisors in connection with the restructuring were subject to the various assumptions made, procedures followed, matters considered, and limitations on the reviews undertaken by the independent advisors, including with respect to the information on which these analyses were based. All information in this press release is as of the date of the release, and Applera does not undertake any duty to update this information, including any forward-looking statements, unless required by law. E[acute accent]Copyright 2006. Applera Corporation. All Rights Reserved. Applied Biosystems and Celera are registered trademarks, and AB (Design), Applera, Celera Diagnostics, and Celera Genomics are trademarks of Applera Corporation or its subsidiaries in the U. S. and/or certain other countries. |
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