Under the terms of the agreement, Clinical Data will issue 0.01552 of its own shares for each outstanding share of Icoria common stock, representing a price of $.28 per Icoria share based on Clinical Data's share price in mid-afternoon trading. The total value of the transaction is approximately $11 million.
Clinical Data initially announced its intention to acquire Icoria in September, and pegged the value of the deal at around $12.5 million. At the time, it said it would issue 0.0139 of its own shares for each share of Icoria common stock, which represented $.32 per Icoria share.
Icoria will cease trading on the OTC Bulletin Board under the ticker symbol ICOR.OB "immediately," Clinical Data said.
In conjunction with the acquisition, Steven Burrill, formerly chairman of Icoria's board of directors, will join Clinical Data's board, bringing the total number of directors to eight.
Israel Stein, president and CEO of Clinical Data, said in a statement that Icoria's metabolomics and gene expression capabilities "will significantly enhance the pharmacogenomics technologies we acquired through our merger with Genaissance Pharmaceuticals."
The company purchsed Genaissance in a $56 million all-stock transaction that closed in October.