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Stratagene, Hycor Issue Second Amended Registration Statement

NEW YORK, April 16 (GenomeWeb News) - Hycor and Stratagene have filed an amended registration statement with the US Securities and Exchange Commission about their proposed merger. It is the second amended statement the companies have issued since they announced plans to merge in July 2003.


The statement offers federal regulators and investors updated reasons why the companies have decided to merge, and why the firms believe that the combined company "will create long-term value for shareholders."


In the statement, which can be read on the SEC's website, Hycor and Stratagene claim a combined company will be able to reach 150,000 customers and "capitalize on consolidation trends in the life sciences research tools market."


The news follows the decision by both companies to extend the deadline for their merger. As GenomeWeb News reported in December, Hycor and Stratagene agreed to move to Feb. 27 their planned date to merge. It was not immediately clear whether the companies have set a new date for their merger.

All other terms of the merger agreement, originally expected to close in the fourth quarter of 2003, remain the same, Hycor said in December.

The new company, which will retain the Stratagene name and La Jolla, Calif., headquarters, is expected to earn a combined $85 million, and will become profitable in 2004, the firms said.


David Tholen, Hycor president and CEO, will resign as an officer and become a member of the Stratagene board of directors. Reg Jones, currently senior vice president and CFO of Hycor, will become CFO of the new company. Meantime, Stratagene founder and CEO Joseph Sorge will remain president and CEO of Stratagene, and will become a member of a reconstituted board of directors.

Stratagene manufactures and sells technologies for cell biology, genomics, proteomics, drug discovery, and toxicology. Hycor, based in Garden Grove, Calif., makes automated instruments and reagent systems that use blood samples to test for more than 1,000 different allergies and autoimmune disorders, as well as urinalysis controls and disposable products.

Terms of the merger call for Stratagene to operate a Hycor manufacturing and marketing business, and to continue marketing the company's current product lines under their current brand names. These include KOVA and HY-TEC. The operations team at Hycor is expected to remain in place, both companies said.

Additional terms of the merger call for Hycor shareholders to receive 0.6158 of a share of Stratagene share for each share of Hycor stock. Each fractional share of Hycor stock remaining after the exchange will be paid in cash, the firms agreed.

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