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Contacts: Rob Stewart
Investor Relations
FOR RELEASE Tel (949) 480-8300
- ----------- Fax (949) 480-8301
March 20, 2002
ACACIA RESEARCH ANNOUNCES PLAN TO CREATE SEPARATE NASDAQ
LISTED PUBLIC SHARES FOR ITS COMBIMATRIX AND
ACACIA TECHNOLOGIES BUSINESSES
NEWPORT BEACH, Calif. - (BUSINESS WIRE) - March 20, 2002 - Acacia Research
Corporation (NASDAQ:ACRI) announced today that its Board of Directors has
approved a plan to divide its common stock into two new classes - new
"CombiMatrix" stock, that would reflect the performance of its subsidiary
CombiMatrix Corporation, and new "Acacia Technologies" stock, that would reflect
the performance of Acacia's media technology businesses. The plan will be
submitted to the Company's stockholders for approval.
If the plan is approved, Acacia Research stockholders would receive shares of
both of the new classes of stock in exchange for the shares they now hold, and
the new shares would be separately traded NASDAQ listed public securities.
Paul R. Ryan, Chairman and CEO of Acacia Research, said "We believe the
separately traded shares would increase market awareness of the performance and
value of our two distinct businesses, increase investor interest, attract
industry-specific investors and better enable us to pursue strategic
opportunities. This is an important step toward realizing the full market value
of our separate businesses."
Acacia also announced that its Board of Directors and CombiMatrix's Board of
Directors have approved an Agreement for Acacia to acquire the minority
stockholder interest in CombiMatrix. The proposed acquisition would be
accomplished through a merger in which the minority stockholders of CombiMatrix
would receive shares of the new "CombiMatrix" stock, in exchange for their
existing shares. The proposed transaction will be submitted to the stockholders
of both Companies for approval.
"CombiMatrix minority stockholders and Acacia Research stockholders would both
benefit by receiving publicly traded NASDAQ listed shares of the new
"CombiMatrix" stock," commented Dr. Amit Kumar, CEO & President of CombiMatrix.
"Both groups of stockholders would benefit from the liquidity provided by the
new "CombiMatrix" stock if the proposals are approved," concluded Dr. Kumar.
A.G. Edwards and Gerard Klauer Mattison are investment advisors for CombiMatrix
in the merger and William Blair & Co. will advise Acacia Research.
Commenting on this new structure, Mr. Ryan stated, "To maximize the potential
value of our distinct businesses, we are pursuing a financial and operating
structure that will allow our two businesses to grow as quickly as possible.
After reviewing various alternative operating structures, our Board believes
this targeted approach is optimal for our situation."
Acacia Research's Board of Directors believes the new stock structure can unlock
numerous benefits for stockholders, achieving the following important
objectives:
1. Facilitate autonomy. The structure allows each business to optimize
its own identity, business strategy and financial model.
2. Accommodate investor interests. The structure is designed to serve the
interests of investors by providing separate investment vehicles for
Acacia's different businesses, particularly to the extent those
businesses operate in different industry sectors and have different
characteristics and goals with respect to timing, growth, risks, and
financial requirements.
3. Attract institutional research. The separate stocks would enable
research coverage by industry specific analysts.
4. Targeted stock ownership. The structure would enable Acacia Research
stockholders to have targeted ownership of both "Acacia Technologies"
stock and "CombiMatrix" stock.
5. Acquisition currencies. The Company would have two different equity
securities for issuance in connection with any potential acquisitions.
The proposed recapitalization and merger are subject to several important
conditions, including receipt of stockholder approval for both companies,
receipt of satisfactory tax and accounting opinions, approval of the proposed
merger by a special committee of the CombiMatrix Board of Directors, receipt of
a fairness opinion regarding the merger, approval for listing of both of the new
shares on NASDAQ and other customary conditions.
Prior to the completion of the proposed transaction, Acacia Research and
CombiMatrix anticipate that Acacia would convey its majority ownership of
Advanced Material Sciences to CombiMatrix in exchange for CombiMatrix stock.
Acacia Research is preparing to file a preliminary proxy statement with the U.S.
Securities and Exchange Commission, and the proposals are expected to be
presented to stockholders for approval at a special meeting. Proxy materials
will be mailed to stockholders following a registration statement being declared
effective.
This press release does not constitute an offer of any security for sale or
solicitation of an offer to buy. Any sale of the securities will be made only by
means of the prospectus included within the registration statement.
ABOUT ACACIA RESEARCH CORPORATION
Acacia Research develops, licenses and provides products for the life science
and media technology sectors. Acacia licenses its V-chip technology to
television manufacturers and owns pioneering technology for digital streaming
and video-on-demand. Acacia's CombiMatrix subsidiary is developing a bio-chip
technology for the life science market. Acacia Research's website is located at
www.acaciaresearch.com.
ABOUT COMBIMATRIX
CombiMatrix 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'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 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.