Clinical Data, Inc. and Icoria, Inc. have announced the execution of a merger agreement whereby Clinical Data will acquire Icoria in an all-stock transaction valued at approximately $12.5 million based on the closing price of Clinical Data’s Common Stock on Friday, September 16.
The acquisition is expected to close late this year or in early 2006, pending approval by Icoria’s shareholders.
“Icoria’s biomarker discovery platform is an excellent fit with our molecular diagnostics business model while their metabolomics and genomics capabilities complement the pharmocogenomics capabilities we will be gaining in our pending acquisition of Genaissance Pharmaceuticals,” said Israel M. Stein, President and CEO of Clinical Data.
“This acquisition also strengthens our position in targeted diagnostics and theranostics. Like Genaissance, Icoria works with leading pharmaceutical and biotechnology companies as well as with government and academic institutions.”
Under the terms of the agreement, Icoria shareholders will receive 0.0139 shares of Clinical Data Common Stock for each share of Icoria Common Stock they own.
At the close of trading on Friday, September 16, this represents a price of $0.32 per share of Icoria stock.
Under the merger agreement, should the price of Clinical Data Common Stock change before the transaction closes, the aggregate purchase price could fluctuate, but in no case will it be below $10 million or exceed $12.5 million.
Based on the current share price of Clinical Data and including the impact of the expected acquisition of Genaissance Pharmaceuticals, Icoria shareholders will own approximately 7.6 percent of the combined company upon the close of the Icoria transaction.
Icoria’s Board of Directors unanimously approved the transaction and will recommend to Icoria’s stockholders that they approve the transaction.
Needham & Company, LLC served as financial advisor to Icoria’s Board of Directors and has delivered its opinion that the consideration to be received by Icoria’s common stockholders is fair from a financial point of view.
“We believe Clinical Data represents an excellent fit for Icoria and will provide an environment that values our people, commercial projects and technology platforms,” said Douglas Morton, Icoria’s Interim CEO.
“The board evaluated several ways to improve the company’s cash position and build shareholder value, and felt that this acquisition by a financially stronger company with a track record of successfully developing and marketing health care products and services is a positive outcome for our shareholders.”