Clinical Data Completes Acquisition of Genaissance Pharmaceuticals.NEWTON, Mass. -- Clinical Data, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CLDA CLDA California Lyme Disease Association ) today announced that it has closed its previously announced acquisition of Genaissance Pharmaceuticals, Inc. following the approval of the merger by the stockholders of each of the two companies. The terms of the Agreement and Plan of Merger include the exchange of each outstanding share of Genaissance Pharmaceuticals common stock for 0.065 shares of Clinical Data common stock, and the exchange of Genaissance preferred shares Preferred shares Preferred shares give investors a fixed dividend from the company's earnings and entitle them to be paid before common shareholders. See: Preferred stock. for newly designated Clinical Data preferred shares. Effective immediately, Genaissance will cease trading on Nasdaq under the ticker symbol Ticker Symbol An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors GNSC GNSC Global NetOps Support Center (Defense Information Systems Agency Network Center) . In conjunction with the acquisition, Kevin Rakin and Joseph "Skip" Klein III will join CLDA's board of directors effective immediately, bringing the total number of directors to seven. Both were members of the Genaissance board. "This marks the beginning of an exciting time at CLDA as we build upon our core diagnostic capabilities and broaden our market to include pharmacogenomics, a growing and promising area in the healthcare industry," said Israel M. Stein, MD, President and Chief Executive Officer of Clinical Data. "Recently, Genaissance has signed a number of agreements with pharmaceutical companies for its pharmacogenomics technology and genotyping services, demonstrating the growing acceptance and need for this important modality in the marketplace." The combined company will be profit driven, operate domestically and internationally, and will offer a wide range of reagents, instruments and molecular testing services directed at the physician office and hospital markets. The Company's 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 pharmacogenomics services will continue to be marketed to the pharmaceutical, biotechnology and agricultural marketplaces. Recently, CLDA announced that it has entered into a definitive agreement to acquire Icoria, Inc. (OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. : ICOR ICOR International Consortium for Organizational Resilience (Lombard, IL) ICOR Incremental Capital-Output Ratio ICOR First Corinthians ICOR Infantry Combat Regiment (US Army; Korean war era) .OB), which will add additional capabilities in the area of molecular diagnostics. Randal J. Kirk New River Pharmaceuticals was acquired in a deal worth approximately $2.6 billion, making Randal J. Kirk, New River Pharmaceutical's founder, chairman and chief executive officer approximately $1.46 billion. , Chairman of Clinical Data said, "We are strategically adding to our core expertise, building a company that is not only a leader in the development and marketing of traditional medical diagnostics, but one that is transforming the industry by developing molecular diagnostic tests that will improve the prescribing of therapeutics and, thus, influence the management of patient care." WR Hambrecht + Co WR Hambrecht + Co. is a full service investment bank with headquarters in New York and San Francisco. It specializes in using its unique auction process called OpenIPO to compete with the traditional methods of larger and more established banks. acted as financial advisor to Clinical Data and CIBC World Markets CIBC World Markets is the investment banking division of the Canadian Imperial Bank of Commerce. It helps governments, large companies, and other large institutions obtain capital and credit and is a primary dealer in U.S. Treasury securities. Corp. acted as exclusive financial advisor to Genaissance Pharmaceuticals, Inc. in this transaction. About Clinical Data, Inc. Clinical Data, Inc. is a worldwide leader in developing and commercializing pharmacogenomics and clinical diagnostics to improve patient care. The Company's genomic services are marketed to the pharmaceutical, biotech, diagnostic, academic and agricultural marketplaces. The Company is utilizing pharmacogenomics to develop molecular diagnostics and more efficacious therapeutics by finding genetic markers to guide drug development and utilization. Its diagnostic and instrumentation business has a market focus on the physician office, hospital and small to medium sized laboratory segments. 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 press release contains certain forward-looking information about the transactions that are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as "expect(s)", "feel(s)", "believe(s)", "will", "may", "anticipate(s)" and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. These risks and uncertainties include: those discussed and identified in public filings with the U.S. Securities and Exchange Commission made by CLDA; significant acquisitions or divestitures by major competitors; our ability to consummate the acquisition of ICOR,and to achieve expected synergies and operating efficiencies in all of our acquisitions, and to successfully integrate our operations; our expectations regarding the timing, completion and accounting and tax treatments of the transactions and the value of the transaction consideration; and general economic downturns. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. CLDA does not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are also urged to carefully review and consider the various disclosures in CLDA's various SEC reports, including but not limited to its 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 March 31, 2005, and 2004 and 2005 quarterly reports on Form 10-QSB and 10-Q. |
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