Rule 425
Filer: PE Corporation
Subject Company: Paracel, Inc.
Filer Company Exchange Act File No. 1-8096
Contacts: Media: Investors:
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Celera Genomics Celera Genomics
Heather Kowalski Charles Poole
(240) 453-3343 (203) 761-5400
Paracel
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Dr. Kwang-I Yu
(626) 744-2010
Celera Genomics To Acquire Paracel, Inc.
ROCKVILLE, MD, and PASADENA, CA-March 20, 2000--Celera Genomics (NYSE: CRA),
a PE Corporation business, and Paracel, Inc., a privately-held company based
in Pasadena, CA, today announced that they have signed a definitive merger
agreement under which Celera Genomics will acquire Paracel 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 reorganization and
accounted for under the purchase method. All of the equity of Paracel will be
exchanged for shares of Celera Genomics common stock having a market value at
the effective time of the merger equal to $283 million, except that the
number of shares issued at closing will not be more than 2.26 million or less
than 1.55 million. The transaction is subject to customary closing conditions
and regulatory approvals.
Paracel, Inc. is a leading producer of advanced genomic and text analysis
technologies. Its products include the world's fastest sequence comparison
supercomputer (GeneMatcher(TM)), high-throughput sequence analysis and
annotation software tools, and a text search supercomputer (TextFinder(TM)).
Its customers include major pharmaceutical, biotechnology and genomic
companies; research centers; and government institutions worldwide.
The Paracel technology and bioinformatic expertise that Celera is acquiring
complement Celera's data resources. Celera intends to utilize this expertise
to provide value added analytical and data mining tools needed by its
customers as well as for Celera's internal gene discovery and annotation
work. GeneMatchers, which have the equivalent computing power of many of the
world's largest supercomputers, are deployed in major genomic centers
worldwide for sequence analysis. Paracel has also developed one of the
world's largest text analysis systems for the U.S. government, comprising
over ten trillion characters of online text in many languages and one million
parallel processors.
"We believe Paracel's advanced supercomputing technology and expertise is
synergistic with Celera's comprehensive genomics content enabling us to
create the premier genomic discovery portal," said J. Craig Venter, Ph.D.,
Celera's president and chief scientific officer. "We expect this technology
to enable customers of Celera to rapidly search through Celera's vast data
resources to make important discoveries."
"We at Paracel look forward eagerly to joining the Celera team," said Kwang-I
Yu, Ph.D., founder, chairman, president, and CEO of Paracel, Inc., "We intend
to continue to grow Paracel's business as a leading vendor of high-throughput
sequence and text analysis products to the pharmaceutical, biotechnology, and
government sectors. We also plan to follow through with the long-term
commitments to all our current and future customers. We believe that our
combination with Celera will enable us to accelerate our product development
plans. Paracel plans to support the development of technologies that will
contribute to Celera's vision of becoming the definitive source of biological
information in the 21st century."
PE Corporation currently comprises two operating groups. Celera Genomics
Group, headquartered in Rockville, MD, intends to become the definitive
source of genomic and related medical information. PE Biosystems Group,
headquartered in Foster City, CA and with sales of $1.2 billion during fiscal
1999, develops and markets instrument-based systems, reagents, software, and
contract related services to the life science industry and research
community. Information about the company, including consolidated financial
statements of PE Corporation, is available on the World Wide Web at
http://www.pecorporation.com or by phoning (800) 762-6923. Information on the
PE Corporation Web site should not be read as part of the registration
statement to be filed with the Securities and Exchange Commission as
described in the next paragraph.
Investors should carefully review the registration statement with respect to
the proposed transaction when it is filed with the Securities and Exchange
Commission before making any decisions concerning the proposed transaction
because it contains important information. Investors can get copies of
documents filed with the Securities and Exchange Commission for free at the
Commission's Internet site at http:// www.sec.gov. A prospectus will also be
made available for free to Paracel, Inc. stockholders by PE Corporation and
Paracel.
This press release does not constitute an offer of any securities for sale.
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,"
"expect," "anticipate," "should," "planned," "intends," "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
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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 Celera Genomics'
businesses include but are not limited to (1) operating losses to date; (2) a
unique and developing business plan; (3) dependence on the timely completion
of the sequencing and assembly of the human genome; (4) uncertainty of
revenue growth; (5) unproven use of genomics information to develop products;
(6) intense competition in the evolving genomics industry; (7) dependence on
customers in and subject to the risks of the pharmaceutical and biotechnology
industries; (8) heavy reliance on strategic relationship with the PE
Biosystems group; (9) potential product liability claims; (10) liabilities
related to use of hazardous materials; (11) lengthy sales cycle; (12)
dependence on the unique expertise of its scientific and management staff;
(13) uncertainty of patent, copyright and intellectual property protection;
(14) dependence on computer hardware, software, and internet applications;
(15) access to biological materials; (16) legal, ethical and social issues
affecting demand for products; (17) disruptions caused by rapid growth of the
business; (18) government regulation of its products and services; (19) risks
of acquisitions, including the Paracel acquisition and others that may be
effected in the future; and (20) other factors that might be described from
time to time in PE Corporation's filings with the Securities and Exchange
Commission.
Copyright (c) 2000 </copy.html>. PE Corporation. All Rights Reserved.
Celera, Celera Genomics, and PE Biosystems are trademarks of PE Corporation.
GeneMatcher and TextFinder are trademarks of Paracel, Inc.
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