BioVeris (Nasdaq: BIOV) Shares Distributed by IGEN; Shares Expected
to Begin Trading February 17 BioVeris Reports 3rd Quarter Financial
Results GAITHERSBURG, Md., Feb. 13 /PRNewswire-FirstCall/ --
BioVeris Corporation announced today it has become an independent
public company in connection with the closing of IGEN
International, Inc.'s merger and related transactions with Roche
Holding Ltd. BioVeris common stock has been approved for listing on
The NASDAQ National Market(R) under the symbol "BIOV." Trading in
BioVeris is expected to begin on Tuesday, February 17, 2004.
BioVeris also announced today that it has reported financial
results for its fiscal third quarter ended December 31, 2003, and
filed a Form 10-Q with the Securities and Exchange Commission.
Earlier today, IGEN announced that it had been acquired by Roche
Holding Ltd in a transaction, in which IGEN stockholders will
receive $47.25 in cash, without interest, and one share of BioVeris
common stock for each share of IGEN common stock they owned
immediately prior to the closing. IGEN stockholders also approved
the proposed BioVeris 2003 stock incentive plan. BioVeris has
assumed IGEN's biodefense, life science and industrial product
lines, as well as opportunities in the clinical diagnostic and
healthcare fields, and owns IGEN's intellectual property, including
the electrochemiluminescence (ECL) technology for the detection and
measurement of biological and chemical substances. For additional
information about BioVeris, please see its filings with the
Securities and Exchange Commission, including its quarterly report
on Form 10-Q and its registration statement on Form S-4. Financial
Results for the Three and Nine Months Ended December 31, 2003 Prior
to the completionof the IGEN and Roche merger and related
transactions, the assets and businesses of BioVeris had
historically been owned and operated by IGEN. BioVeris' financial
statements have been prepared and are presented as if it had been
operating as a separate entity using IGEN's historical cost basis
in the assets and liabilities and including the historical
operations of the businesses and assets transferred to BioVeris
from IGEN as part of the restructuring. Prior to the completion of
the merger and related transactions, IGEN held all cash in a
centralized treasury and provided all of the necessary funding for
the operations of BioVeris. Accordingly, no cash is reflected on
the accompanying condensed consolidated balance sheets and IGEN's
net investment in BioVeris is shown in lieu of stockholders'
equity. BioVeris reported revenues of $3.8 million for the
three-months ended December 31, 2003, compared to $5.5 million for
the same period last year. Revenues for the nine-months ended
December 31, 2003 increased to $14.8 million, compared to $13.1
million for the same period last year. Product sales were $3.5
million and $13.9 million during the three and nine months ended
December 31, 2003, respectively, compared to $5.2 million and $12.1
millionfor the same respective prior year periods. The changes in
product sales during the three and nine months ended December 31,
2003 reflect the periodic changes in volume and timing of orders
and product deliveries for biodefense products and M-SERIES(R)
systems, which orders and deliveries are based on customers'
requirements. Product costs were $3.3 million and $9.0 million for
the three-and nine- months ended December 31, 2003, respectively,
compared to $2.4 million and $5.4 million for the same respective
prior year periods. Product costs, as a percentage of product
sales, increased in the current period, due to costs incurred in
connection with instrument upgrades and detection module upgrades
for existing life science customers. The instrument and detection
module upgrade programs were substantially complete as of December
31, 2003. Research and development expenses were $4.3 million and
$14.6 million for the three-and nine-months ended December 31,
2003, respectively, compared to $5.5 million and $17.4 million for
the same respective prior year periods due primarily to lower
personnel and facilities costs for development projects. Research
and development expenses relate primarily to ongoing development
costs and product enhancements associated with the M-SERIES family
of products, development of new assays and research and development
of new systems and technologies, including point-of-care products.
Selling, general and administrative expenses were $4.6 million and
$13.7 million for the three- and nine-months ended December 31,
2003, respectively, compared to $5.6 million and $15.8 million for
the same respective prior year periods. These decreases were
primarily attributable to lower personnel costs in the current year
periods. Costs incurred by BioVeris associated with the Roche
merger and related transactions, including the restructuring and
the distribution of BioVeris' shares, are comprised primarily of
accounting, legal, printing and registration fees, as well as the
allocation of a noncash compensation charge associated with the
accelerated vesting of certain employee stock options pursuant to
the restructuring. These merger related costs were $3.9 million and
$4.1 million for the three-and nine-months ended December 31, 2003,
respectively, including $2.5 million associated with the noncash
compensation charge. BioVeris expects to incur additional merger
related costs through the February 13, 2004 closing of the merger
and related transactions. Costs incurred for Meso Scale Diagnostics
(MSD) joint venture activities, as recorded in "Equity in Loss of
Joint Venture," were $3.7 million and $13.4 million for the
three-and nine-months ended December 31, 2003, respectively, and
were $3.3 million and $12.8 million in the same respective prior
year periods. BioVeris records it proportionate share of MSD
losses, which approximates 100% of MSD's losses. The increase in
MSD's losses during the current periods resulted primarily from
increases in MSD's sales and marketing expenses which were offset
in part by a growth in revenues. BioVeris reported a net loss of
$16.0 million ($0.60 per pro forma common share) for the three
months ended December 31, 2003 compared to a net loss of $11.3
million ($0.42 per pro forma common share) for the same period last
year. BioVeris reported a net loss of $39.8 million ($1.49 per pro
forma common share) for the nine months ended December 31, 2003
compared to a net loss of $38.2 million ($1.43 per pro forma common
share) for the same period last year. BioVeris Corporation
develops, manufactures and markets advanced biological and chemical
detection systems, including instruments, tests and related
consumable reagents. BioVeris' products are based on its unique
patent-protected ECL technology. BioVeris and its licensees provide
products to the global diagnostics markets, including: clinical
diagnostics and non- clinical diagnostics (biodefense, life science
research and testing for food safety and quality control). BioVeris
is headquartered in Gaithersburg, Maryland. More information about
the company can be found at http://www.bioveris.com/. M-SERIES is a
trademark of BioVeris. This press release contains forward-looking
statements within the meaning of the federal securities laws that
relate to future events or BioVeris' future financial performance.
All statements in this press release that are not historical facts,
including any statements about the markets and potential markets,
market growth for diagnosticproducts, the potential market for
products in development, the prospects for future business
arrangements with third parties, future financial plans are hereby
identified as "forward- looking statements." The words "may,"
"should," "will," "expect," "could," "anticipate," "believe,"
"estimate," "plan," "intend" and similar expressions have been used
to identify certain of the forward-looking statements. In this
press release, BioVeris has based these forward-looking statements
on management's current expectations, estimates and projections and
they are subject to a number of risks, uncertainties and
assumptions that could cause actual results to differ materially
from those described in the forward- looking statements. Such
forward-looking statements should, therefore, be considered in
light of various important factors, including changes in BioVeris'
strategy and business plans, BioVeris' ability to develop and
introduce new or enhanced products, BioVeris' ability to enter into
new collaborations on favorable terms, if at all; BioVeris' ability
to expand the distribution and increase sales of existing products;
the demand for rapid testing products in each of BioVeris' markets,
the ability of BioVeris' licensees to effectively develop and
market products based on the technology BioVeris licenses to them,
the availability of financing and financial resources in the
amounts, at the times and on the terms required to support
BioVeris' future business and changes in general economic, business
and industry conditions. The foregoing sets forth some, but not
all, of the factors that could impact upon BioVeris' ability to
achieve results described in any forward-looking statements. A more
complete description of the risks applicable to BioVeris is
provided in the Company's filings with the Securities and Exchange
Commission (SEC) including its quarterly report on Form 10-Q filed
on February 13, 2004 and its registration statement on Form S- 4/A,
filed with the SEC on January 13, 2004 available at the SEC's web
site at http://www.sec.gov/. Investors are cautioned not to place
undue reliance on these forward- looking statements. Investors also
should understand that is not possible to predict or identify all
risk factors and that neitherthis list nor the factors identified
in BioVeris' SEC filings should be considered a complete statement
of all potential risks and uncertainties. BioVeris has no
obligation to publicly update or release any revisions to these
forward- looking statements to reflect events or circumstances
after the date of this press release. (Financial data follows)
BioVeris Corporation Consolidated Statements of Operations (In
thousands, except per share data) (Unaudited) Three months ended
Nine months ended December 31, December 31, 20032002 2003 2002
Revenues: Product sales $3,500 $5,163 $13,914 $12,135 Royalty
income 250 316 790 829 Contract fees 34 49 104 98 3,784 5,528
14,808 13,062 Operating costs and expenses: Product costs 3,260
2,438 9,033 5,396 Research and development 4,343 5,498 14,595
17,431 Selling, general and administrative 4,647 5,600 13,664
15,798 Merger related costs 3,901 - 4,068 - 16,151 13,536 41,360
38,625 Loss from operations (12,367) (8,008) (26,552) (25,563)
Other, net 125 24 173 183 Equity in loss of joint venture (3,742)
(3,329) (13,422) (12,784) Net loss $(15,984) $(11,313) $(39,801)
$(38,164) Pro forma net loss per share $(0.60) $(0.42) $(1.49)
$(1.43) Pro forma common shares outstanding 26,727 26,727 26,727
26,727 BioVeris Corporation Summary Consolidated Balance Sheet Data
(In thousands) (Unaudited) December 31, March 31, 2003 2003 Assets:
Accounts receivable, net $3,842 $5,434 Inventory 5,450 5,448
Prepaid expenses and other 1,024 2,286 Total current assets 10,316
13,168 Equipment and leasehold improvements, net 5,535 6,456
Investment in joint venture 16,682 9,164 Other 358 372 Total assets
$32,891 $29,160 Liabilities and Net Investment by IGEN: Accounts
payable and accrued expenses $6,261 $7,928 Deferred revenue 708 507
Total current liabilities 6,969 8,435 Deferred revenue 14 60 Net
investment by IGEN 25,908 20,665 Total liabilities and net
investment by IGEN $32,891 $29,160 DATASOURCE: BioVeris Corporation
CONTACT: George Migausky of BioVeris Corporation, +1-301-869-9800,
ext. 2013; or Investors: Jonathan Fassberg of The Trout Group,
+1-212-477-9007, ext. 16, for BioVeris Corporation; or Media: Paul
Caminiti or Andrew Cole of Citigate Sard Verbinnen,+1-212-687-8080,
for BioVeris Corporation Web site: http://www.bioveris.com/
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