Clinical Data, Inc. to Acquire Icoria, Inc.
Acquisition Brings Metabolomics and Biomarker Expertise to Clinical Data
Clinical Data, Inc. and Icoria, Inc. announced the execution of a merger agreement whereby Clinical Data will acquire Icoria in an all-stock transaction valued at approximately $12.5 million based on the closing price of Clinical Data's Common Stock on Friday, September 16. The acquisition is expected to close late this year or in early 2006, pending approval by Icoria's shareholders.
Under the terms of the agreement, Icoria shareholders will receive 0.0139 shares of Clinical Data Common Stock for each share of Icoria Common Stock they own. At the close of trading on Friday, September 16, this represents a price of $0.32 per share of Icoria stock. Under the merger agreement, should the price of Clinical Data Common Stock change before the transaction closes, the aggregate purchase price could fluctuate, but in no case will it be below $10 million or exceed $12.5 million. Based on the current share price of Clinical Data and including the impact of the expected acquisition of Genaissance Pharmaceuticals, Icoria shareholders will own approximately 7.6 percent of the combined company upon the close of the Icoria transaction.
Icoria's Board of Directors unanimously approved the transaction and will recommend to Icoria's stockholders that they approve the transaction. Needham & Company, LLC served as financial advisor to Icoria's Board of Directors and has delivered its opinion that the consideration to be received by Icoria's common stockholders is fair from a financial point of view.
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