1
FILED BY GENOMIC SOLUTIONS INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
SUBJECT COMPANIES:
GENOMIC SOLUTIONS INC. (COMMISSION FILE NO.: 000-30549)
AND
CARTESIAN TECHNOLOGIES, INC.
FOR RELEASE WEDNESDAY, SEPTEMBER 19, 2001
From: GENOMIC SOLUTIONS INC. Investor Contact:
4355 Varsity Drive Steven J. Richvalsky
Ann Arbor, Michigan 48108 Executive Vice President,
734.975.4800 Chief Financial Officer
steve@genomicsolutions.com
Media Contact:
Kathleen M. Murphy
Vice President, Corporate
Communications
kathleen.murphy@genomicsolutions.com
GENOMIC SOLUTIONS TO BENEFIT FROM GLAXOSMITHKLINE AND CARTESIAN TECHNOLOGY
ACCORD
- Resulting technology improves high-throughput screening (HTS)
- A key development targeted to pharmaceutical industry
- Technology will anchor new line of liquid handling systems
ANN ARBOR, MI., Genomic Solutions Inc. (Nasdaq NM: GNSL) announced today that it
expects to benefit from newly developed liquid handling technology developed by
GlaxoSmithKline plc ("GSK"). On September 11, 2001, Cartesian Technologies Inc.
("Cartesian") announced signing an agreement to exchange Cartesian common shares
for the intellectual property related to the GSK-invented liquid-dispensing
technology used in high-throughput screening. Details of the transaction were
not disclosed. On September 6, 2001 Cartesian, based in Irvine, CA entered into
a definitive agreement to be acquired by Genomic Solutions with closing expected
to take place later this year.
INCREASED VOLUMETRIC ACCURACY FOR DRUG DEVELOPMENT
2
- The GSK device is technically elegant, cost-effective and particularly
applicable to dispensing low volumes of compounds with a high level of
volumetric accuracy, key to the miniaturization of assays used in
high-throughput screening (HTS) throughout the pharmaceutical
industry.
- Genomic Solutions and Cartesian plan to introduce liquid handling
systems built around on this technology.
Commenting on this development, Genomic Solutions President and CEO Jeffrey S.
Williams stated, "The combination of our GeneTAC(TM) Biochip System and
Investigator(TM) Proteomic System, Cartesian's patented synQUAD, and the new GSK
low volume dispenser strengthens and expands our product offerings. We will now
be able to provide our customers unique systems and products essential to drug
discovery applications."
ABOUT GENOMIC SOLUTIONS INC.
The company designs, develops, manufactures, markets and sells instruments,
software, consumables and services used to determine the activity level of genes
and to isolate, identify and characterize proteins. The company's products and
systems enable researchers to perform complex, high volume experiments at a
lower cost and in less time than traditional techniques. As a result, Genomic
Solutions products and systems facilitate more rapid and less expensive drug
discovery.
For more information, contact Genomic Solutions at
corporatecommunications@genomicsolutions.com or visit the company's Web site,
www.genomicsolutions.com.
*********
Genomic and Cartesian will be filing a joint proxy statement/ prospectus and
other relevant documents concerning the merger with the United States Securities
and Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge at the SEC's website, www.sec.gov. In addition, the
joint proxy statement/prospectus will be made available for free to the
shareholders of Genomic and Cartesian. READ THE JOINT PROXY STATEMENT/PROSPECTUS
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
Genomic and its directors, executive officers and certain other members of
management and employees may be soliciting proxies from Genomic shareholders in
favor of the merger. Cartesian and its directors, executive officers and certain
other members of management and employees may be soliciting consents from
Cartesian shareholders in favor of the merger. Information concerning the
participants in the
3
proxy solicitation will be set forth in the joint proxy statement/prospectus
when it is filed with the SEC.
Note Regarding Forward Looking Statements
This news release contains forward-looking statements. These statements include
statements regarding the period following completion of the merger. Words such
as "intend," "believe," "expect," "plans" and words and terms of similar
substance identify forward looking statements. All forward looking statements
are subject to various risks, uncertainties and other factors that could cause
actual results to vary materially from the results anticipated in such
forward-looking statements. Such risks, uncertainties and other factors include
the market's difficulty in valuing the combined company's business model, the
failure to realize the anticipated benefits of the merger, competition,
management's ability to manage the combined company's growth, the ability to
deliver new products and services to the market on time, the inability to
accurately predict future revenues of the combined company and other risks to be
detailed in the joint proxy statement/prospectus to be filed with the SEC in
connection with this transaction. Additional risks and uncertainties related to
the current business of Genomic can be found in Genomic's filings with the SEC.
The forward-looking statements in this new release represent Genomic's and
Cartesian's judgment as of the date of this release. Genomic and Cartesian
disclaim any intent or obligation to update these forward -looking statements.