RESEARCH TRIANGLE PARK, N.C., Dec. 7 /PRNewswire-FirstCall/ -- Biotechnology company Icoria, Inc. today announced that Institutional Shareholder Services ("ISS"), one of the nation's leading independent proxy advisory firms, has recommended that Icoria shareholders vote FOR the proposed merger with Clinical Data, Inc. at Icoria's Special Meeting of Shareholders to be held on December 20, 2005.
ISS is widely recognized as a leading independent proxy advisory firm. ISS recommendations are relied upon by hundreds of major institutional investment firms, mutual funds and other fiduciaries throughout the country.
In recommending that Icoria shareholders vote in favor of the proposed transaction, ISS stated in its December 1, 2005 report:
"Based on our review of the terms of the transaction and the factors described above, including the strategic rationale and premium, we believe that the merger agreement warrants shareholder support."*
In its report, ISS also recommends that Icoria shareholders vote to approve the proposal that would give Icoria the authority to adjourn the Annual Meeting to another time or place, if necessary, for the purpose of soliciting additional proxies if there are not sufficient votes to approve the transaction.
As previously announced on September 20, 2005, Icoria entered into an Agreement and Plan of Merger (the "Merger Agreement") with Clinical Data, whereby Clinical Data will acquire Icoria in a stock-for-stock reverse triangular merger (the "Merger"). Under the Merger Agreement, should the price of Clinical Data shares change before the transaction closes, the aggregate purchase price could fluctuate, but in no case will it go below $10 million or exceed $12.5 million.
The boards of directors of both Icoria and Clinical Data have approved the Merger and granted the authority to execute the Merger Agreement. However, before the Merger can close the shareholders of Icoria are required to vote to approve the Merger, approval of the transaction requires the affirmative vote of a majority of the votes cast on the matter at the Special Meeting. If approved by Icoria shareholders at the Special Meeting, the transaction is expected to be completed on December 20, 2005.
As Icoria noted in its definitive proxy statement that it mailed to its shareholders on November 16, 2005, Icoria's board of directors urges all shareholders who have not already done so to vote FOR the transaction by signing, dating and returning their proxy cards TODAY, whether or not they plan to attend the Annual Meeting in person. Icoria shareholders who have questions or need assistance voting their shares may call Investor Relations line at 919-425-2999. Icoria shareholders may also contact this number to request additional proxy materials.
* Icoria has neither sought nor received permission to use this quotation.
On September 19, 2005, Icoria executed a merger agreement with Clinical Data, Inc. whereby Clinical Data will acquire Icoria in an all- stock transaction valued at up to $12.5 million. The acquisition is expected to close late this year or in early 2006, pending approval by Icoria's shareholders. More information on this transaction is available in the reports filed pursuant to the Securities Exchange Act of 1934 for both Icoria and Clinical Data at http://www.sec.gov. Additional general information about the companies can be found at the websites: http://www.icoria.com and http://www.clda.com.
Icoria, Inc. is a biotechnology company focused on the discovery of novel, multi-parameter biomarkers using its unique multi-platform approach. Icoria intends to use these future biomarkers internally to develop multi-analyte diagnostics to define and grade pathology or disease state with a high level of specificity and sensitivity, and use its technology to help collaborators and customers develop better, safer drugs and diagnostics and to identify targets, leads and drug/diagnostic combinations for liver injury, metabolic disorders and cancer. Icoria's shares trade on the over the counter bulletin board.
This press release contains forward-looking statements including, but not limited to, Icoria's acquisition by Clinical Data, Inc. and the Company's expectations for its healthcare-based business model and its biomarker discovery platform. Such forward-looking statements are based on management's current expectations and are subject to a number of risks, factors and uncertainties that may cause actual results, events and performance to differ materially from those referred to in the forward-looking statements. These risks, factors and uncertainties include, but are not limited to, the uncertainty related to the shareholder vote, the uncertainties related to the combined company, if the shareholders approve the merger, and Icoria's ability to identify biomarkers, early stage of development, history of net losses, technological and product development uncertainties, reliance on research collaborations, uncertainty of additional funding and ability to protect its patents and proprietary rights. Certain of these and other risks are identified in Icoria's Quarterly Reports on Form 10-Q for the periods ended September 30, June 30, March 31, 2005, as amended, and its Annual Report on Form 10-K for the year ended December 31, 2004, all as filed with the Securities and Exchange Commission. The Company does not intend to update any of the forward-looking statements after the date of this release to conform these statements to actual results or to changes in our expectations, except as may be required by law.