NEW YORK (GenomeWeb News) – Applera today announced that it has filed with the US Securities and Exchange Commission for the separation of Celera from the Applera Group.
The move, which was expected following recent comments from the management of both Applera and Celera that the board of directors of Applera favored separating the firms, is subject to a number of conditions. Applera must gain final board approval, SEC clearance of the registration statement, and receipt of an opinion of tax counsel as to the tax-free nature of the separation, before it closes the transaction. Applera shareholders are not required to approve the deal.
Under the terms of the separation, shareholders of the Applera Group-Celera Group tracking stock would receive one share of new Celera Corporation shares for each share of the tracking stock they currently own. Upon completion of the deal, Celera would become an independent, publicly traded company.
The firms expect Celera to trade on the Nasdaq under its current ticker symbol, CRA, while its current tracking stock would be delisted from the New York Stock Exchange. Celera President Kathy Ordoñez is expected to serve as CEO of the firm, which will be based in Alameda, Calif.
Applera Group-Applied Biosystems Group common stock will continue to trade on the New York Stock Exchange.
Last August, Applera announced that it had hired investment bank Morgan Stanley to conduct a review and advise the company on its options for restructuring the groups, including a possible split.
Speaking early this year at the JPMorgan Healthcare Conference, Ordoñez said that although a final decision had not yet been reached, Applera’s board of directors had recently stated its preference that the sister companies be split into two independent entities rather than remaining tracking stocks of Applera.
Ordoñez said that Applera’s goal would be to finalize the split by the end of its current fiscal year, which ends June 30. “We’re grown up now and prepared to go out on our own,” Ordoñez said, pointing to Celera’s guidance that it will be profitable for the second half of 2008.