Celeris Corporation Shareholders Approve Sale of Company.Business Editors Celeris Corporation (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :CRSC CRSC Combat-Related Special Compensation (US military) CRSC Center for Research in Scientific Computation CRSC Northern Californian Rabbit Specialty Club CRSC Calibration and Repair Support Company ), a provider of specialty clinical research services to pharmaceutical, medical device and biotechnology companies Top 100 Biotechnology Companies The following is a list of the top 100 biotechnology companies ranked by revenue. The first nine companies qualify for the list of the top 50 pharmaceutical companies. , today announced that the sale of substantially all of the Company's assets, other than its cash, to STRATPROBE, Inc. was approved by its shareholders at a special meeting held today. Barbara Cannon, president and chief executive officer of Celeris, said, "We are gratified grat·i·fy tr.v. grat·i·fied, grat·i·fy·ing, grat·i·fies 1. To please or satisfy: His achievement gratified his father. See Synonyms at please. 2. that our shareholders agreed with our assessment that the transaction with STRATPROBE was in the best interest of all our constituents - shareholders, customers, and employees. For our shareholders, this transaction represents an opportunity to gain liquidity, a notable event given current market conditions. Our clients will continue with the same quality project teams that support their pivotal R&D programs. Finally, Celeris employees will have an opportunity to join a company whose commitment to providing a high level of service matches our own." The sale is currently scheduled to close early in July. Celeris currently anticipates distributing between $0.29 and $0.35 per share in cash to its shareholders in a liquidating distribution following the sale. The proceeds from the sale plus cash on hand will be used to satisfy all existing liabilities and obligations of the Company and all costs and expenses related to the transaction, with the remainder to be distributed in cash to the shareholders. The actual distribution could be higher or lower than the range per share contemplated depending on a number of factors, some of which are outside of the Company's control or ability to quantify at this time. Celeris currently anticipates that the distribution will occur in the fourth quarter of 2002. Celeris Corporation is a provider of specialty clinical research services and information technology services that expedite ex·pe·dite tr.v. ex·pe·dit·ed, ex·pe·dit·ing, ex·pe·dites 1. To speed up the progress of; accelerate. 2. and streamline the clinical trial and regulatory submission process for pharmaceutical, medical device and biotechnology manufacturers. STATPROBE Inc. is a privately held, full-service contract research organization (CRO) serving pharmaceutical, biotechnology and medical device clients. The company was founded in 1988 and currently employs over 300 in Ann Arbor Ann Arbor, city (1990 pop. 109,592), seat of Washtenaw co., S Mich., on the Huron River; inc. 1851. It is a research and educational center, with a large number of government and industrial research and development firms, many in high-technology fields such as , MI; Columbus, OH; Lexington, KY; San Diego San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay. , CA and Cary, NC. This press release may contain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These 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. include statements of intent, belief or current expectations of Celeris Corporation and its management. Such forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the results discussed in the forward-looking statements. Risks and uncertainties that may cause such differences include, but are not limited to the ability of the Company to close the sale of its operating assets Operating Assets Another term for working capital. , the effects on the Company if the sale is not completed, the uncertainty as to what liquidating distributions, if any, shareholders will receive if the sale is completed, the effect that a delay of the close of the sale might have on the proceeds from the sale or assets remaining after the sale, the ability of the Company to meet its operating and capital expenditure requirements in 2002 and remain a going concern, changes in the Company's backlog including potential cancellation, delay or change in the scope of client contracts for clinical research services; the Company's dependence on a single client for a material portion of the Company's revenues; and other risk factors detailed in the Company's Securities and Exchange Commission filings, including the Company's 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 year ended December 31, 2001, which was filed April 1, 2002. |
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