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Sequenom, Inc.
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For Immediate Release
Contact: Abigail Devine, APR Media: Renee Connolly
Investor Relations Noonan/Russo Communications
SEQUENOM, Inc. (212) 696-4455, ext. 227
(858) 202-9032 renee@noonanrusso.com
adevine@sequenom.com
SEQUENOM SHAREHOLDERS APPROVE MERGER WITH GEMINI GENOMICS
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San Diego, CA, August 23, 2001 - SEQUENOM Inc. of San Diego, CA (Nasdaq: SQNM)
announced, in a meeting held earlier today, its shareholders voted to approve a
merger of SEQUENOM and Gemini Genomics PLC of Cambridge, UK (Nasdaq: GMNI) in a
stock-for-stock exchange. Also earlier today, Gemini shareholders voted to
approve the merger. The combined company will retain the name SEQUENOM and will
trade under the existing Nasdaq ticker symbol SQNM.
The merger is expected to close by September 20, 2001, upon approval by the High
Court of Justice in England and Wales and the satisfaction or waiver of various
other customary conditions. Under the terms of the agreement, 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 outstanding Gemini options and warrants. The
transaction will be accounted for using the purchase method of accounting.
"This is a significant milestone in building a leading Genomics and
Biotherapeutics enterprise. Combining SEQUENOM's MassArray technology platform
and Gemini's clinical resources will accelerate the Company's disease gene
discovery program and provide a pipeline of high-value, validated disease genes
for downstream development of diagnostic and therapeutic products," said Toni
Schuh, Ph.D., SEQUENOM's Chief Executive Officer.
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(TM) 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.
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Except for the historical information contained herein, the matters set forth in
this press release, including statements as to expectations regarding close of
the merger by September 20, 2001, approval by the High Court of Justice in
England and Wales, the satisfaction or waiver of various other customary
conditions,
acceleration of the Company's disease gene discovery program and provision of a
pipeline of high-value, validated disease genes for downstream development of
diagnostic and therapeutic products, 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 proposal to amend SEQUENOM's Bylaws and
Certificate of Incorporation. It contains important information about such
proposal. Investors and securities holders may obtain a free copy of the Proxy
Statement 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 proposal to amend SEQUENOM's Bylaws and Certificate of
Incorporation. 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.