Contact: PE BIOSYSTEMS THIRD WAVE TECHNOLOGIES
MEDIA INVESTORS MEDIA AND INVESTORS
Linda Thomas Peter Dworkin Lance Fors
650.554.2647 650.554.2479 608.663.7000
Note: This press release does not constitute an offer of any securities for
sale.
For Immediate Release
PE BIOSYSTEMS TO ACQUIRE THIRD WAVE TECHNOLOGIES
FOSTER CITY, Calif., and MADISON, Wisc. - January 24, 2000 - PE Biosystems
(NYSE:PEB), a PE Corporation business, and Third Wave Technologies, Inc., a
privately-held company based in Madison, Wisc., today announced that they
have signed a definitive merger agreement under which PE Biosystems will
acquire Third Wave in a stock-for-stock transaction. The transaction, which
has been approved by the Boards of Directors of both companies, is structured
as a tax-free pooling of interests. All of the equity of Third Wave will be
exchanged for an aggregate of approximately 1,972,000 shares of PE
Biosystems common stock, before giving effect to the 2-for-1 stock dividend
declared January 20, 2000, for distribution on February 18, 2000. The
transaction is subject to customary closing conditions and regulatory
approvals.
Third Wave has developed the innovative Invader nucleic acid (DNA and RNA)
detection technology. The highly sensitive and accurate Invader assays
rapidly detect differences among genetic sequences important for the analysis
of single nucleotide polymorphisms (SNPs). SNPs are single genetic code
changes thought to account for individual differences ranging from
predispositions for certain diseases to particular responses to drug
treatment.
The Invader assay technology is expected to accelerate the understanding,
diagnosis and treatment of disease by enabling rapid, large-scale testing of
SNPs. This technology will be used with PE Biosystems' Sequence Detection
Systems (SDS), a proprietary technology for real-time analysis of
genetic information.
Specifically, it is anticipated that Invader assays on PE Biosystems' SDS
platform should allow academic researchers to accelerate experiments designed
to link SNPs to diseases and drug responses. It also is intended to enable
pharmaceutical researchers to create and use thousands of individual tests
needed for drug discovery and clinical trials, and could lead to diagnostic
advances in patient profiling and personalized medicine.
PE Biosystems' microfluidic and microarray technologies potentially may be
used in combination with the Invader technology. PE Biosystems' sister
business, Celera Genomics, is expected to use these combined technologies to
accelerate its SNP analysis.
"We believe Third Wave's technology will meet the needs of academic
researchers and pharmaceutical companies for improved methods for detection
of genetic variation," said Michael W. Hunkapiller, Ph.D., president of PE
Biosystems and senior vice president of PE Corporation. "The Invader
technology should answer these needs with cost-effective, high volume
assays."
"The Invader assay opens up new markets and applications for PE Biosystems,"
Dr. Hunkapiller added. "These include new high throughput systems that allow
researchers to measure gene expression for new drug screening as well as to
detect SNPs. Consistent with our track record and philosophy of broadly
licensing technology, we believe that PE Biosystems is particularly
well-suited for making the Invader technology broadly available to the
marketplace."
"We believe that our merger with PE Biosystems will provide the opportunity
to make the Invader technology the methodology of choice for the detection of
genetic variations in both research and clinical applications," said Lance
Fors, Ph.D., founder and chief executive officer of Third Wave.
"Additionally, there promise to be strong synergies between the Invader
technology and PE Biosystems' portfolio of technologies, which should
strengthen the Invader technology product offerings."
PE Corporation currently comprises two operating groups. The PE Biosystems
Group (NYSE: PEB), with sales of $1.2 billion during fiscal 1999, develops
and markets instrument-based systems, reagents, software and contract
services to the life science industry and research community. PE Biosystems
is headquartered in Foster City, Calif., and comprises four divisions:
Applied Biosystems, PE Informatics, PerSeptive Biosystems, and Tropix. Celera
Genomics Group (NYSE: CRA), headquartered in Rockville, Md., intends to
become the definitive source of genomic and related medical information.
Information about the company, including reports and other information filed
by the company with the Securities and Exchange Commission, is available on
the worldwide web at www.pecorporation.com or by phoning 800.762.6923.
Third Wave Technologies, Inc., develops and provides DNA and RNA analysis
technologies and products for use in research, pharmacogenomics and clinical
applications. For more information on Third Wave, please see Third Wave's
website at http://www.twt.com.
Certain statements in this press release are forward-looking. These may be
identified by the use of forward-looking words or phrases such as "believe,"
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"expect," "intend," "anticipate," "should," "planned," "estimated," and
"potential," among others. These forward-looking statements are based on PE
Corporation's current expectations. The Private Securities Litigation Reform
Act of 1995 provides a "safe harbor" for such forward-looking statements. In
order to comply with the terms of the safe harbor, PE Corporation notes that
a variety of factors could cause actual results and experience to differ
materially from the anticipated results or other expectations expressed in
such forward-looking statements. The risks and uncertainties that may affect
the operations, performance, development, and results of PE Biosystems
businesses include but are not limited to (1) rapidly changing technology and
dependence on new products; (2) sales dependent on customers' capital
spending policies and government-sponsored research; (3) claims for patent
infringement; (4) significant overseas operations; (5) future growth
strategy; (6) earthquakes; and (7) other factors that might be described from
time to time in PE Corporation's filings with the Securities and Exchange
Commission.
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