Orchid Cellmark to Purchase ReliaGene Technologies, Inc.
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PRINCETON, N.J., Oct. 22 /PRNewswire-FirstCall/ -- Orchid Cellmark Inc.
(Nasdaq: ORCH), a leading worldwide provider of identity DNA testing
services, today announced that it has signed a definitive purchase
agreement to acquire the outstanding stock of ReliaGene Technologies, Inc.
for a purchase price of $5.6 million in cash and $3.0 million worth of
shares of Orchid Cellmark restricted common stock. The purchase price is
subject to adjustment based on ReliaGene's working capital. A portion of
the purchase price will be held in escrow subject to satisfying certain
conditions including the seller's indemnification obligations. The
transaction is expected to close at the end of October. ReliaGene is a
prominent and well respected provider of forensic and paternity DNA
analysis services based in New Orleans, Louisiana and had 2006 annual
revenue of $7.5 million.
"The acquisition of ReliaGene fits the criteria we are seeking in
accelerating the growth of our business through acquisitions. There is
essentially no customer overlap between the two companies and we believe
the combined forensic casework, CODIS and paternity laboratory testing
volumes should increase our operational efficiencies," said Thomas Bologna,
President and Chief Executive Officer of Orchid Cellmark. Mr. Bologna
further stated, "We believe this acquisition will begin to be accretive in
the second half of 2008."
Dr. Sudhir Sinha, founder of ReliaGene said, "Having watched the
progress Orchid Cellmark has made over the last year and knowing this
business well, I strongly believe the strength of the combined companies
will be very beneficial to both Orchid Cellmark and ReliaGene customers."
Dr. Sinha further added, "As a believer in the strength of the combined
companies, and what the combination affords our customers, I look forward
to working with Tom and the Orchid Cellmark team in integrating ReliaGene
into Orchid Cellmark."
About Orchid Cellmark
Orchid Cellmark Inc. is a leading international provider of DNA testing
services for human identity testing and agricultural applications. In the
human identity area, Orchid Cellmark provides DNA testing services for
forensic investigation, paternity testing and family relationship analysis
and security applications. In the agriculture field, Orchid Cellmark
provides DNA testing services for selective trait breeding. Orchid
Cellmark's strong market positions in these segments reflect the company's
accredited laboratories in the U.S. and U.K., its innovative genetic
analysis technologies and expertise and the world-renowned Cellmark brand
that has been associated with exceptional quality, reliability and customer
service for nearly two decades. More information on Orchid Cellmark can be
found at http://www.orchid.com.
All statements in this press release that are not historical are
forward- looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements regarding Orchid
Cellmark's expectations with respect to the customers of the two companies
and the belief that the combined forensic casework, CODIS and paternity
laboratory testing volumes should increase Orchid Cellmark's operational
efficiencies, the belief that the acquisition will begin to be accretive in
the second half of 2008, the belief the strength of the combined companies
will be very beneficial to both Orchid Cellmark and ReliaGene customers and
statements about Dr. Sinha's relationship with Orchid Cellmark after the
transaction. Such statements are subject to the risks and uncertainties
that could cause actual results to differ materially from those projected,
including, but not limited to, the timing of the closing of the
transaction, Orchid Cellmark's ability to timely and successful integrate
ReliaGene's business, uncertainties relating to technologies, product
development, manufacturing, market acceptance, cost and pricing of Orchid
Cellmark's products and services, dependence on government funding and
collaborations, regulatory approvals, competition, intellectual property of
others, patent protection, litigation, the timing of release of federal
funds, the timing and amount of contracts put up for bid, Orchid Cellmark's
ability to timely and successfully initiate operational efficiencies, lower
overhead and other remedial measures and Orchid Cellmark's continued
relationship with DEFRA. These risks and other additional factors affecting
these statements and Orchid Cellmark's business are discussed under the
headings "Risks Related to Our Business" and "Risks Associated with Our
Common Stock" in Orchid Cellmark's Annual Report on Form 10-K for the year
ended December 31, 2006, as filed with the Securities and Exchange
Commission, and in other filings made by Orchid Cellmark with the
Securities and Exchange Commission from time to time. Orchid Cellmark
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in Orchid Cellmark's expectations with regard thereto or
any change in events, conditions, or circumstances on which any such
statements are based, except as may be required by law.
Contacts
Investor Relations: Media:
Mary Bashore Barbara Lindheim
Orchid Cellmark Inc. GendeLLindheim BioCom Partners
(609) 750-2324 (212) 918-4650
SOURCE Orchid Cellmark Inc.
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