Clinical Data Completes Acquisition of Icoria, Inc.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 Icoria, Inc. following the approval of the merger by the stockholders of Icoria. The terms of the Agreement and Plan of Merger include the exchange of each outstanding share of Icoria common stock for 0.01552 shares of Clinical Data common stock. Effective immediately, Icoria will cease trading on the 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. under 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 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. In conjunction with the acquisition, G. Steven Burrill will join Clinical Data's board of directors effective immediately, bringing the total number of directors to eight. Mr. Burrill was Chairman of Icoria's board. "We are delighted to add Icoria's biomarker discovery Biomarker discovery is the process by which biomarkers are discovered. It is a medical term. Many commonly used blood tests in medicine are biomarkers. The way that these tests have been found can be seen as biomarker discovery. platform to our existing molecular services and diagnostics testing businesses. In particular, Icoria's metabolomics and gene expression capabilities will significantly enhance the pharmacogenomics technologies we acquired through our merger with Genaissance Pharmaceuticals. This is an exciting time at Clinical Data as we continue to build upon our core capabilities and broaden our service offerings," said Israel M. Stein, MD, President and Chief Executive Officer of Clinical Data. "Like Genaissance, Icoria works with leading pharmaceutical 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. as well as government and academic institutions. Together, these acquisitions substantially strengthen our position in the molecular services and clinical pharmacogenomics arenas and solidify the foundation for our molecular diagnostics testing business - three areas of growing importance in the marketplace." 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 continuing to strategically add to our core expertise, building a company that is transforming the industry by developing molecular diagnostic tests targeted to improving therapeutic efficacy and reducing drug toxicity." 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, clinical, 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's 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 statements 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, 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 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. Clinical Data does not undertake any obligation to republish re·pub·lish tr.v. re·pub·lished, re·pub·lish·ing, re·pub·lish·es 1. To publish again. 2. Law To revive (a libel or a canceled will). 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 Clinical Data'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 Forms 10-QSB and 10-Q. |
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