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Celera Takes Next Step in Planned Split from Applera

NEW YORK (GenomeWeb News) – Celera has filed with the US Securities and Exchange Commission a preliminary prospectus to split off from parent company Applera.
 
The filing is the latest step in the previously announced plans of Applera to split its two businesses — Celera and Applied Biosystems — which currently trade as tracking stocks, into two independently traded companies.
 
Applera filed with the SEC in late February to separate the two firms. 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.
 
Celera confirmed in its filing yesterday that it will trade on the Nasdaq under its current ticker symbol, CRA, and its current tracking stock would be delisted from the New York Stock Exchange. Celera President Kathy Ordoñez is listed as president, CEO, and director of the firm, which will continue to be based in Alameda, Calif.
 
Among the risk factors cited in the prospectus is that the allocation of intellectual property rights between the firms could potentially harm Celera’s business.
 
“Under the separation agreement with Applera, intellectual property that has been developed by the Celera Group or used primarily in our business will be transferred to us on or prior to the split-off date,” it said in the filing.
 
“However, some intellectual property currently used in substantially all of our diagnostic products is also used by the Applied Biosystems Group and will be retained by Applera," it added. "All intellectual property that will be retained by Applera and that is used in our diagnostic products will be made available to us through a supply agreement we will enter into with Applera on the split-off date, except that intellectual property used in our hepatitis C virus, or HCV, analyte specific reagents will be made available to us under a license agreement that we will enter into with Applera on the split-off date.”
 
Celera also said it would no longer have early access to ABI’s instrumentation, reagents, and other technologies for use in its diagnostic products and services.
 
In addition, Celera said that after the split, “Applera may directly compete with us or enable others to compete with us in human diagnostics, except that for a period of three years following the split-off date, Applera, subject to specified exceptions, will be restricted in its ability to supply any reseller with capillary electrophoresis sequencers for commercialization of human diagnostic tests outside of Asia, Africa and South America, nor will it be able to itself commercialize these tests anywhere in the world for the same three year period.”
 
ABI’s common stock will continue to trade on the New York Stock Exchange.
 
The split-off date has not been finalized, but officials from both Celera and ABI have previously said that they expect it to happen by the end of the firms’ fiscal year on June 30.
 

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