EXHIBIT 99.1
CONTACTS: Rob Stewart
Investor Relations
FOR RELEASE Tel (949) 480-8300
December 11, 2002 Fax (949) 480-8301
ACACIA RESEARCH STOCKHOLDERS
APPROVE RECAPITALIZATION PROPOSAL
NEWPORT BEACH, Calif. - (BUSINESS WIRE) - December 11, 2002 - Acacia
Research Corporation (Nasdaq: ACRI) announced today that at a special meeting
held today its stockholders voted in favor of a recapitalization proposal to
create two new classes of common stock and to divide its existing common stock
into shares of the new classes of common stock. The recapitalization is expected
to become effective at the start of business on December 13, 2002 when Acacia
Research will issue the two new classes of common stock -- new "Acacia Research
- -- CombiMatrix" stock, which is intended to reflect the performance of its
subsidiary, CombiMatrix Corporation, and new "Acacia Research -- Acacia
Technologies" stock, which is intended to reflect the performance of Acacia
Research's media technology businesses. The "Acacia Research -- CombiMatrix"
stock and the "Acacia Research -- Acacia Technologies" stock are both classes of
common stock of Acacia Research and are not stock issued by the respective
groups. Both securities have been approved for listing on the Nasdaq Stock
Market and separate trading in the new securities is expected to commence on
December 16, 2002. The "Acacia Research - CombiMatrix" stock will trade under
the symbol "CBMX" and the "Acacia Research -- Acacia Technologies" stock will
trade under the symbol "ACTG". Acacia Research stockholders will receive 0.5582
of a share of CombiMatrix stock, and one share of Acacia Technologies stock, for
each share of common stock that they own.
Acacia Research stockholders and CombiMatrix stockholders also voted in
favor of a merger proposal pursuant to which Acacia Research will acquire all
the shares of CombiMatrix Corporation that it does not already own. The
acquisition will be accomplished through a merger in which stockholders of
CombiMatrix Corporation other than Acacia Research will receive one share of the
new Acacia Research -- CombiMatrix stock in exchange for each share of
CombiMatrix Corporation common stock that they own. The merger is also expected
to become effective at the start of business on December 13, 2002. Stockholders
also approved related proposals to adopt two new stock incentive plans.
ABOUT ACACIA RESEARCH CORPORATION
Acacia Research develops licenses and provides products for the life science and
media technology sectors. Acacia Research licenses its V-chip technology to
television manufacturers and owns pioneering technology for digital streaming
and video-on-demand. Acacia Research's CombiMatrix subsidiary is developing a
biochip technology for the life science market. Acacia Research's website is
located at www.acaciaresearch.com.
ABOUT COMBIMATRIX CORPORATION
CombiMatrix Corporation is developing a platform technology that has a wide
range of applications, from DNA synthesis/diagnostics to immunochemical
detection. The platform allows the company to rapidly produce customizable
active biochips, which are semiconductor-based tools for use in identifying and
determining the roles of genes, gene mutations and proteins. The company is
designing its products principally to be responsive to the needs of
pharmaceutical, biotechnology, and academic researchers in analyzing raw genomic
data in the discovery and development of pharmaceutical products. CombiMatrix
Corporation's Web site is located at www.combimatrix.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE
"SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THESE STATEMENTS ARE BASED UPON OUR CURRENT EXPECTATIONS AND SPEAK ONLY AS
OF THE DATE HEREOF. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY AND ADVERSELY FROM
THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS
AND UNCERTAINTIES, INCLUDING THE RECENT ECONOMIC SLOWDOWN AFFECTING TECHNOLOGY
COMPANIES, OUR ABILITY TO SUCCESSFULLY DEVELOP PRODUCTS, RAPID TECHNOLOGICAL
CHANGE IN OUR MARKETS, CHANGES IN DEMAND FOR OUR FUTURE PRODUCTS, LEGISLATIVE,
REGULATORY AND COMPETITIVE DEVELOPMENTS AND GENERAL ECONOMIC CONDITIONS. OUR
ANNUAL REPORT ON FORM 10-K, RECENT AND FORTHCOMING QUARTERLY REPORTS ON FORM
10-Q, RECENT CURRENT REPORTS ON FORMS 8-K AND 8-K/A, AND OTHER SEC FILINGS
DISCUSS SOME OF THE IMPORTANT RISK FACTORS THAT MAY AFFECT OUR BUSINESS, RESULTS
OF OPERATIONS AND FINANCIAL CONDITION. WE UNDERTAKE NO OBLIGATION TO REVISE OR
UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON.
WHERE YOU CAN FIND ADDITIONAL INFORMATION:
In connection with the recapitalization and merger, Acacia Research filed with
the SEC a proxy statement/prospectus and other relevant materials that contain
important information about the merger, the recapitalization and the stock
incentive plans. The proxy statement/prospectus was mailed to the stockholders
of Acacia Research and CombiMatrix prior to the special meetings of the
stockholders of each corporation. Investors and stockholders of Acacia Research
and CombiMatrix are urged to read the proxy statement/ prospectus and the other
relevant materials because they contain important information about Acacia
Research, CombiMatrix, the merger, the recapitalization and the stock incentive
plans. The proxy statement/prospectus and other relevant materials and any other
documents filed by Acacia Research with the SEC may be obtained free of charge
at the SEC's web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC by Acacia
Research by directing a request to: Acacia Research Corporation, 500 Newport
Center Drive, Newport Beach, CA 92660, Attn: Investor Relations. Investors and
security holders are urged to read the proxy statement/prospectus and the other
relevant materials before making any investment decision with respect to the
merger, the recapitalization or the stock incentive plans.