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UPDATE: Genomic Solutions Moves for Summary Judgment of PerkinElmer Lawsuit

This story has been updated from a previous version.

NEW YORK, Feb 15 – Genomic Solutions said Thursday it moved for summary judgment, asking the court to dismiss the lawsuit filed against it by PerkinElmer.

“We have filed the summary judgment motion in order to achieve a prompt resolution of this matter, which result we believe to be in the best interests of our stakeholders,” Jeffrey Williams, CEO of Genomic Solutions said in a statement.

PerkinElmer could not immediately be reached for comment.

PerkinElmer filed a suit on Monday in Delaware Chancery Court seeking to block a proposed transaction between Genomic Solutions and an undisclosed third party for fear that it would terminate its call rights. A deal penned last April gave PerkinElmer the rights to acquire all of Genomic Solutions' shares it did not already own.

Steve Richvalsky, chief financial officer at Genomic Solutions, told GenomeWeb that under the terms of that deal, PerkinElmer, which currently holds 1,269,841 shares, or about 5% of the company’s total equity, has the right to buy all of the company’s remaining shares based on the highest of the following three prices: the previous day’s closing price, plus 20% of that price; the 30-day trading average; or a flat $6.75 a share.

PerkinElmer must pay in cash and has the rights through October 2002.

Richvalsky would not say why Genomic Solutions agreed to such a deal, but noted the significance of another deal secured at the same time.

“There were two agreements, separate and distinct, but it was strategically important to distribute and market our products and services,” he said.

PerkinElmer also markets and distributes Genomic Solutions' products in all countries except for the US, Japan, and United Kingdom, contributing to about 14 percent of Genomic Solutions' sales in 2000.

When asked whether this meant that Genomic Solutions in effect had made a trade-off, granting PerkinElmer the “callable common stock” in return for the distribution and marketing arrangement, Richvalsky said, “I’ll leave that up to you to decide.”

The complaint, filed under seal Monday, alleges that Genomic Solutions has sought to stop PerkinElmer from being able to exercise those rights and to financially penalize PerkinElmer should it attempt to exercise them, according to a statement previously released by Genomic Solutions.  

Genomic Solutions' CEO Jeffrey Williams declined on Thursday to elaborate about the details of the lawsuit brought by PerkinElmer except to say that, “PerkinElmer interprets [the calling right] one way, and as a result of us contemplating a certain transaction, we began to question that interpretation."


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