Invitrogen Corporation Expands Cellular Assay Capabilities, To Acquire Sentigen Holding Corp.; Proprietary Tango(TM) and Cell D
2006年9月1日 - 9:00PM
ビジネスワイヤ(英語)
Invitrogen Corporation (Nasdaq:IVGN), a global leader in life
sciences, and Sentigen Holding Corp. (Nasdaq:SGHL) today announced
that they had entered into a definitive merger agreement under
which Invitrogen will acquire New Jersey-based Sentigen in a cash
transaction at a price of $3.37 per share, or approximately $25.9
million for all shares currently issued and outstanding. As of June
30, 2006, Sentigen had cash and cash investments on its books
valued at approximately $11.7 million and debt of $0.8 million.
Sentigen's proprietary Tango(TM) Assay System and division arrested
Assay Ready Cells(TM) will bolster Invitrogen's leading position in
assay development by providing a novel approach to screen G-protein
coupled receptors (GPCR) and other key drug target classes, as well
as providing a methodology to convert live cell assays into
ready-to-use consumable products. Sentigen will become a part of
Invitrogen's Discovery Sciences Business based in Madison, Wis.
Tango(TM) assay technology provides a universal assay system for
GPCR targets, the most screened target class in drug discovery. The
Tango(TM) assay platform also has utility in measuring
protein-protein interactions in living cells, which can be an
important way to determine the function of a protein of interest.
Sentigen's Assay Ready Cells(TM) technology is designed to improve
the quality and consistency of cellular assays used in drug
screening and reduce the need of our clients to engage in costly
ongoing cell culture operations to support cell-based drug
discovery, effectively uncoupling the process of cell production
from drug screening. "Adding Sentigen's capabilities to our drug
discovery platform gives researchers an even broader array of
solutions for GPCR screening, profiling and other cellular
studies," explained Nick Ecos, Vice President and General Manager
of Invitrogen's Discovery Sciences business. "The synergy created
by combining Invitrogen's cell and molecular biology products with
Sentigen's cell-based technologies and custom services enhances our
strategic commitment to scientists engaged in cell-based drug
discovery by offering our clients comprehensive solutions and
support," said Tom Livelli, Sentigen's President and CEO. The
transaction is subject to customary closing conditions, including
the approval of Sentigen's stockholders and is expected to close in
the fourth quarter. Invitrogen does not expect this acquisition to
have a material affect on its financials in fiscal year 2006 or
decelerate the progress of its share repurchase program previously
announced on August 3, 2006. "We are committed to deploying our
capital for purchases of targeted acquisitions, such as Sentigen,
as well as executing upon our share repurchase program," said David
Hoffmeister, Invitrogen's Chief Financial Officer. "As we indicated
on our earnings call, we plan to use a sizable portion of the
authorization in the near term and we have already made progress
towards this goal." About Invitrogen Corporation Invitrogen
Corporation (Nasdaq:IVGN) provides products and services that
support academic and government research institutions and
pharmaceutical and biotech companies worldwide in their efforts to
improve the human condition. The company provides essential life
science technologies for disease research, drug discovery and
commercial bioproduction. Invitrogen's own research and development
efforts are focused on breakthrough innovation in all major areas
of biological discovery, including functional genomics, proteomics
and cell biology -- placing Invitrogen's products in nearly every
major laboratory in the world. Founded in 1987, Invitrogen is
headquartered in Carlsbad, Calif., and conducts business in more
than 70 countries around the world. The company globally employs
approximately 4,800 professionals and had revenues of more than
$1.2 billion in 2005. For more information, visit
www.invitrogen.com. About Sentigen Holding Corp. Sentigen Holding
Corp. conducts business through two wholly-owned operating
subsidiaries: Sentigen Biosciences, Inc. ("Sentigen Biosciences")
and Cell & Molecular Technologies, Inc. ("CMT"). CMT provides
contract research and development services to companies engaged in
the drug discovery process in the following areas: molecular and
cell biology, gene expression and protein biochemistry,
bio-processing, high throughput screening support services, mouse
genetics and cell-based GPCR selectivity profiling. Sentigen
Biosciences has been primarily engaged in the development and
commercialization of novel bioassay systems that elucidate the
underlying biology of protein-protein interactions. Sentigen
Biosciences has initially targeted its Tango(TM) Assay System to
address the functionalization of G protein-coupled receptors
(GPCRs) for pharmaceutical drug discovery and development. For more
information on our companies, please visit their respective
websites: www.cmt-inc.net and www.sentigen.com. Safe Harbor
Statement Certain statements contained in this press release are
considered "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, and it is
Invitrogen's intent that such statements be protected by the safe
harbor created thereby. Forward-looking statements include, but are
not limited to: 1) Sentigen's Tango Assay System and division
arrested Assay Ready Cells will improve Invitrogen's position in
assay development for GPCRs; and 2) the Sentigen business will
become a part of Invitrogen's Discovery Sciences Group. Potential
risks and uncertainties include, but are not limited to, the risks
that: a) Sentigen's technologies may not have a significant impact
on Invitrogen's assay development activities; and b) Invitrogen may
choose to align the business in an area outside the Discovery
Sciences group., as well as other risks and uncertainties detailed
from time to time in Invitrogen's Securities and Exchange
Commission filings.
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