EXHIBIT 99.1
Tuesday May 29, 7:01 am Eastern Time
Press Release
FOR IMMEDIATE RELEASE
Not for release, publication, or distribution in or into Australia, Canada
or Japan.
SEQUENOM AND GEMINI GENOMICS TO MERGE;
Formation of Fully Integrated Genomics and Biotherapeutics Business Units
SAN DIEGO, CA and CAMBRIDGE, United Kingdom, May 29 -- SEQUENOM,
Inc. of San Diego, CA (Nasdaq: SQNM) and Gemini Genomics PLC of
Cambridge, UK (Nasdaq: GMNI) announced today that they have agreed to
merge their businesses in a stock-for-stock exchange. The merger will
significantly expand SEQUENOM's ability to perform disease gene association and
genetic marker validation studies. SEQUENOM believes this will provide a
pipeline of validated genes for downstream development of diagnostic and
therapeutic products.
Under the terms of the agreement, which is expected to close in the third
calendar quarter of 2001, holders of Gemini Genomics ordinary shares will
receive 0.2000 of a share of newly issued SEQUENOM common stock in exchange for
each ordinary share of Gemini Genomics. Holders of Gemini Genomics American
Depository Shares (ADSs) will receive 0.4000 of a share of newly issued SEQUENOM
common stock in exchange for each Gemini Genomics ADS.
As a result of this transaction, SEQUENOM expects to issue approximately
12.9 million shares and assume all outstanding options and warrants. The
transaction will be accounted for using the purchase method of accounting. The
transaction is subject to approval by both Gemini Genomics and SEQUENOM
shareholders. The transaction is also subject to the approval of the High Court
of Justice in England and Wales and the satisfaction or waiver of various other
customary conditions.
"This merger unites SEQUENOM's leading genotyping platform, MassARRAY(TM),
and Gemini's vast collection of diverse populations and clinical data under one
corporate roof. We believe this will significantly expand our high value
genomics service and product offering. By consolidating both companies' disease
gene discovery programs, SEQUENOM will have the critical mass and resources to
extract greater value from our disease gene discoveries," said Toni Schuh,
Ph.D., SEQUENOM's Chief Executive Officer. "SEQUENOM will now possess the
MassARRAY technology for large-scale genetic analysis, a portfolio of over 90
candidate disease genes, 1.3 million SNP assays, 20 million clinical data points
in twin, family, patient and isolated (founder) populations, and a healthy cash
position to support its biotherapeutics development program.
"The companies have an existing collaboration, which in fewer than six
months identified two novel cardiovascular disease genes using SEQUENOM's
MassARRAY technology platform and Gemini's clinical resources. It is clear that
the combined technological capabilities, clinical data and scientific expertise
will give the company the ability to offer an enhanced suite of products and
resources," added Dr. Schuh.
"This merger is a marriage of genetic analysis technology and clinical
genomics to establish what we believe will be a gene and drug target discovery
powerhouse. Both parties see the benefits that will come from uniting forces
and resources to accelerate disease gene discovery in some of the largest
disease market areas. This combination provides the opportunity to accelerate
the identification of disease-associated genes, and then to advance those into
drug and diagnostic products where appropriate," says Paul Kelly, MD, Gemini's
President and CEO, who will assume the role of leading the newly formed SEQUENOM
Biotherapeutics division. "Along with its extensive clinical population data
resources, Gemini brings an attractive intellectual property estate and
proprietary technology generated in the area of clinical genomics, statistical
genetics and bioinformatics.
"With the recent release of information about the human genome into the
public domain, it is clearer than ever that the race to diagnostic and disease
gene-based drug target discovery and commercialization is time-limited. This
merger will enable our combined organization to move more rapidly in the ongoing
endeavor of identifying the medical relevance of genomic data," added Dr. Kelly.
The Business
A Board of eight Directors will govern the combined company. Helmut
Schuhsler will remain Chairman, and Michael Fitzgerald, the Chairman of Gemini
Genomics, together with another Gemini Genomics nominee, will join the existing
board of SEQUENOM. Dr. Paul Kelly, CEO of Gemini Genomics, will be appointed
Executive Vice President and lead SEQUENOM's Biotherapeutics division.
The SEQUENOM Genomics division will focus responsibility on MassARRAY
systems and consumables sales, genetic marker validation services and disease
gene association programs. The SEQUENOM Biotherapeutics division will apply
technologies to transition candidate disease genes into drugs and diagnostics,
leveraging the value of the Company's disease gene discoveries. SEQUENOM's
corporate headquarters will remain in San Diego.
The combined company will hold a disease gene patent portfolio of 11 issued
patents with 89 pending and a technology patent portfolio of 59 issued or
allowed patents with 96 pending.
SEQUENOM was advised by Robertson Stephens Inc. in the transaction, and
Gemini Genomics was advised by Lipe and Co. and Seymour Pierce Limited.
About SEQUENOM
SEQUENOM is a leader in the worldwide effort to identify genes and genetic
variations with significant impact on human health. Using its innovative
technologies, information and scientific strategy, the Company is translating
data generated from the Human Genome Project into medically important
applications. Breaking through the limitations of traditional genomic research,
SEQUENOM's MassARRAY product line, SNP assay portfolio and disease gene
discovery program are generating results that position SEQUENOM and its partners
to lead the race in developing genetics-based diagnostic and therapeutic
products.
About Gemini Genomics
Gemini Genomics is a clinical genomics company focused on the discovery and
commercialization of novel gene-based drug discovery targets. Because it is
clear that a comprehensive understanding of disease depends on the integration
of genetics, proteomics, environmental factors, and clinical and medical
information from human volunteers, Gemini Genomics' approach has been to collect
and analyze that information from a wide range of human population groups,
including twins, disease-affected families, isolated (founder) populations and
drug trial subjects. By investing in leading edge bioinformatics, molecular and
computational biology and other technologies, Gemini Genomics has been able to
effectively apply these resources to the acceleration of disease gene
identification, target discovery and drug development.
Conference Call and Webcast
SEQUENOM and Gemini Genomics will host a conference call today at 10:30 am
Eastern Time to discuss the transaction. The call-in numbers are as follows:
U.S.: 888-840-6217, International: 212-346-7490. The call is also available live
and archived for approximately two weeks on the Internet at
http://www.videonewswire.com/sequenom/052901/ and on the companies' websites at
www.sequenom.com and www.gemini-genomics.com. A telephone replay will be
available for three days at 800-633-8284 or 858-812-6440, reservation number
18981808.
SEQUENOM Contacts:
Abigail Devine, Investor Relations, 858-202-9032, adevine@sequenom.com; or
Renee Connolly of Noonan/Russo Communications, 212-696-4455, ext. 227,
r.connolly@noonanrusso.com or Julia Phillips of Noonan/Russo Ltd., +44-20-7726-
4452, julia.phillips@noonanrusso.co.uk.
Gemini Genomics Contacts:
MC Sullivan, Corporate Communications, 617-527-4198, mc.sullivan@gemini-
genomics.com, or Tammy Bishop, Investor Relations, 617-527-4198,
tammy.bishop@gemini-genomics.com, both of Gemini Genomics; or Mary Clark of
Thomson Financial/Carson Ltd., +44-20-7422-5163, mary.clark@tfeurope.com, or
Joni Lyn Sewell of Thomson Financial/Carson, 212-510-9347,
joni.sewell@thomsonir.com.
Except for the historical information contained herein, the matters set
forth in this press release, including statements as to expansion of SEQUENOM's
ability to perform certain studies, provision of a pipeline of validated genes,
the development of products, the expansion of SEQUENOM's service and product
offerings, existence of the critical mass and resources to extract greater value
from gene discoveries, the effect of the combination of technological
capabilities, clinical data and scientific expertise on the
combined company's product offerings and resources, the establishment of a gene
and drug target discovery powerhouse, the benefits that will result from the
union of Gemini Genomics and SEQUENOM's forces and resources, the acceleration
of discoveries in disease areas, the opportunity to accelerate the
identification of disease-associated genes and their advancement into products,
the time limitations on gene-based target discovery and commercialization, and
the ability of the combined organization to move more rapidly in the
identification of medical relevance of genomic data are forward-looking
statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially, including the risks and uncertainties inherent in undertaking and
completing a business combination and successfully integrating the combining
companies, the risks and uncertainties inherent in drug discovery, development
and commercialization efforts, the risks and uncertainties associated with
Gemini Genomics and SEQUENOM's various collaborations with pharmaceutical
companies and medical research institutions, the risks and uncertainties
associated with Gemini Genomics and SEQUENOM's technologies and approaches to
drug discovery, development and commercialization and those of their
collaborative partners and competitors, the risks and uncertainties associated
with intellectual property, including patents and trade secrets, and other risks
detailed from time to time in Gemini Genomics and SEQUENOM's SEC reports,
including SEQUENOM's Annual Report on Form 10-K for the year ended December 31,
2000 and most recent Quarterly Report on Form 10-Q and Gemini Genomics' Annual
Report on Form 20-F for the year ended March 31, 2001. These forward-looking
statements speak only as of the date hereof. Gemini Genomics and SEQUENOM
disclaim any intent or obligation to update these forward-looking statements.
Furthermore, investors and security holders of SEQUENOM are urged to read
the Proxy Statement regarding the proposed merger when it becomes available. It
will contain important information about the transaction. Investors and
securities holders may obtain a free copy of the Proxy Statement when it is
available and other documents filed with the Securities and Exchange Commission
at the web site at www.sec.gov. The Proxy Statement and these other documents
may also be obtained for free from SEQUENOM.
SEQUENOM and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of SEQUENOM with
respect to the transactions contemplated by the transaction agreement.
Information regarding such officers and directors is included in SEQUENOM's
Proxy Statement for its 2001 Annual Meeting of Stockholders filed with the
Securities and Exchange Commission on April 25, 2001. This document is also
available free of charge at the SEC web site, www.sec.gov, and from SEQUENOM.