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Perkin Elmer Sues Genomic Solutions to Block Proposed Transaction

NEW YORK, Feb 14 - PerkinElmer, a stockholder in Genomic Solutions and holder of foreign distribution rights to some of Genomic Solutions' gene and protein analysis products, has sued Genomic Solutions and its directors in Delaware Chancery Court, seeking to block a "proposed transaction."

Under Genomic Solutions' terms of incorporation, PerkinElmer has a "call right" allowing it to call and redeem all shares of Genomic Solutions that PerkinElmer does not own.

PerkinElmer's lawsuit stems from a proposed transaction between Genomic Solutions and an unnamed third party, which PerkinElmer apparently sought to block for fear that it would terminate its call right to buy all of the Genomic Solutions outstanding shares at a 20 percent premium to the market value of the stock.

PerkinElmer acquired these rights, which are good for two years, in April 1999.

The complaint, filed under seal Monday, alleges that Genomic Solutions has sought to stop PerkinElmer from exercising that right and to financially penalize PerkinElmer for attempting to exercise that right, according to a statement released by Genomic Solutions. PerkinElmer alleges that if the transaction is completed without PerkinElmer exercising its right, the transaction would terminate the right.

In the complaint, PerkinElmer requests that the court interpret its right to require Genomic Solutions to call and redeem all equity securities of Genomic Solutions not owned by PerkinElmer.

Genomic solutions commented on the lawsuit Wednesday.

"We believe the PerkinElmer lawsuit is without merit, and that it misinterprets and misrepresents PerkinElmer's rights and we intend to defend our rights vigorously and aggressively," said Jeffrey Williams, Genomic Solutions' CEO, in a statement. "Nevertheless, we look forward to resolving this situation equitably and quickly," he said. "Our separate relationship with PerkinElmer Life Sciences for distribution rights to sell our line of products outside the U.S., the U.K., and Japan is not the subject of, nor implicated in this lawsuit." 

PerkinElmer could not be reached for comment on the matter.

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