Invitrogen, ABI Amend Merger Agreement, Push Back Shareholder Meetings
Invitrogen and Applied Biosystems announced this week they are pushing back the dates for special shareholder meetings related to their proposed merger after amending their merger agreement to eliminate a condition requiring them to obtain an opinion from each firm’s attorney about the tax treatment of the deal.
The terms of the merger had called for the attorneys to give an opinion about the merger being treated as a tax-free reorganization under IRS law. But with the current turmoil on Wall Street, “and the current trading price of Invitrogen’s common stock, the parties determined that they currently might not be able to obtain the necessary opinions because of the relative value of the cash consideration to be received by [ABI] stockholders as compared to the value of the stock consideration they will receive,” the companies said in a statement.
Tax regulations limit the percentage of a deal that can be paid in cash in order to qualify as a tax-free reorganization, they said. Regardless of whether the deal would qualify as a tax-free reorganization, their attorneys have informed them that the merger should not be taxable to either firm, the companies said.
To give shareholders more time to consider the amendment, ABI and Invitrogen have pushed back the date of their special shareholder meetings to Oct. 28 from Oct. 16.
Shareholders have “overwhelmingly” voted in favor of the merger so far, according to the companies. They said they continue to expect the merger to close in November as previously stated.
NIH Providing Funds for Proteomics Center at UCSD
The National Institutes of Health’s National Center for Research Resources will provide the University of California, San Diego, with up to $4.94 million over five years to support a new proteomics center.
The center will serve as an international resource in proteomics, enabling more research activities, investigation into unexplored areas of computational proteomics, and support of collaborative research efforts.
According to an NIH statement, the center will “bring creative mathematical approaches to mass spectrometry and will build a new generation of reliable open-access software tools that will catalyze exchange and collaboration among experimental and computational researchers in proteomics.” It also will train the scientific community in using technologies that it develops.
UCSD’s proteomics center is one of 52 Biomedical Technology Research Centers that have been established through NCRR funding.
Waters Technology Chosen by Murdock Research Institute, Prepays $150M Debt
The David H. Murdock Research Institute in North Carolina has chosen Waters to be its primary supplier of analytical science solution including mass spectrometers, liquid chromatographs, and associated scientific data management software, Waters said this week.
The institute has purchased a number of Synapt High Definition Mass Spectrometers and other mass spectrometers. The new laboratory instrumentation will provide the institute capability in proteomics, metabolic profiling, and disease prevention, the company said in a statement.
Separately, Waters said this week it had paid back $150 million in debt that was not due until Jan. 11, 2012.
Waters had borrowed the funds from undisclosed financial institutions under a credit agreement on March 25. There was no penalty for early repayment, the company said in a statement, adding it prepaid the debt to reduce interest expense.
The repayment effectively ended all lending arrangements under the credit agreement as of Oct. 9, Waters said.
Predictive Biosciences Raises $21.75M in Series B Financing
Molecular diagnostic firms Predictive Biosciences announced this week it has closed on a Series B financing round raising $21.75 million.
The funds will be used to complete current clinical validation studies and start multi-center clinical trials, the company said in a statement. The company is developing urine-based diagnostic assays for cancer detection. Its biomarkers are applicable across multiple cancers though the company’s initial diagnostic focus is on bladder cancer.
The funds will also be used to open an independent laboratory compliant with the Clinical Laboratory Improvement Amendment.
New investor New Enterprise Associates, a healthcare and technology venture capital firm, and Kaiser Permanente Ventures, an investment arm of insurance company Kaiser Permanente, led the financing round. Existing investors Flybridge Capital Parners and Highland Capital Partners also participated.
VigeneTech, CapitalBio Partner on Protein Array Technology
Customized OEM software from VigeneTech will be integrated with CapitalBio LuxScan microarray scanners under a partnership announced this week.
Financial terms of the agreement were not disclosed.
OEM products will be built around the VigeneTech MicroVigene commercial microarray image analysis software with the hardware control component embedded in the MicroVigene protein array analysis suite. The integrated system is expandable to support commercial and custom arrays, the companies said in a statement.
Capital Bio, based in Beijing, develops and markets biochips, and microarray instruments and services. VigeneTech, headquartered in Carlisle, Mass., develops software for automated image and data analysis.
Miraculins Acquires Preeclampsia Biomarkers from Mt. Sinai Hospital
Miraculins said this week it has acquired the rights to commercialize a portfolio of biomarkers for preeclampsia from Mt. Sinai Hospital in Toronto.
The biomarkers will be used to develop diagnostic assays, the company said in a statement.
Miraculins will issue 310,000 common shares from its treasury to the hospital under the terms of the agreement. The shares are subject to a four-month, one-day resale restriction. The company will also make an undisclosed amount in upfront payment to Mt. Sinai, as well as commercial and developmental milestone payments based upon technology making it to market. Its first commercial sale will trigger an annual minimum and running royalty to be paid to the hospital.
Starting on the third anniversary of the signing of the agreement, Miraculins will pay an annual maintenance fee.
Miraculins is responsible for the development and sales of the licensed product, though some research will be done collaboratively.
Protagen Part of Consortium Awarded €20M to Develop Alzheimer’s Therapeutics, Dx
German protein array firm Protagen has been chosen to participate in a consortium funded by the German government focused on biomarker discovery.
Protagen’s UNIarray protein chip platform will be used by the consortium, NeuroAllianz, to study Alzheimer’s disease. NeuroAllianz will receive initial three-year funding of €20 million ($27 million) to develop therapeutics as well as diagnostics, Protagen said in a statement.
It was one of three consortia chosen from 37 applications by the German Federal Ministry of Education and Research as part of the BioPharma competition to revitalize the German pharmaceutical industry. The competition has €100 million in funding.
PPM Expanding, Building New Headquarters
Predictive Physiology & Medicine this week announced plans to build a new facility in Bloomington, Ind., to house its headquarters and laboratory.
The company is investing $10.6 million into the plan. With the expansion, 75 new jobs are expected to be created by 2010, according to a statement from the Indiana Economic Development Corp, which is providing up to $1.35 million in tax credits toward construction of the new facility.
PPM develops proteomics-based wellness tests [See PM 10/02/08].