BioVeris Announces Date of Special Meeting of Shareholders and Expiration of HSR Review Period in Connection With Roche Transact
15 Mai 2007 - 11:10PM
PR Newswire (US)
GAITHERSBURG, Md., May 15 /PRNewswire-FirstCall/ -- BioVeris
Corporation ("BioVeris") (NASDAQ:BIOV) announced today that its
Board of Directors has set a date for a special meeting of
shareholders to vote on the proposal to adopt the previously
announced Agreement and Plan of Merger pursuant to which BioVeris
would be acquired by Roche for cash consideration of $21.50 per
share, or a total of approximately $600 million. The special
meeting will be held at 3:00 p.m., local time, on Monday June 25,
2007 at the Four Seasons Hotel, 2800 Pennsylvania Avenue, N.W.,
Washington, D.C. 20007. The Board of Directors has fixed the close
of business on May 17, 2007 as the record date for shareholders
entitled to receive notice of and to vote at the special meeting.
BioVeris expects to be mailing proxy materials to its stockholders
shortly following the record date. Separately, BioVeris announced
that the waiting period under the Hart- Scott-Rodino ("HSR")
Antitrust Improvements Act of 1976, as amended, expired on May 14,
2007. The expiration of the HSR waiting period satisfies one of the
conditions of BioVeris' merger with Roche. IMPORTANT INFORMATION
BioVeris filed a preliminary proxy statement on May 2, 2007 with
the Securities and Exchange Commission (the "SEC") which contained
information about BioVeris, the proposed merger and related
matters. BioVeris plans to file a definitive proxy statement with
the SEC in the near future. STOCKHOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT
WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD
CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER. In addition to
receiving the proxy statement from BioVeris by mail, stockholders
will be able to obtain the proxy statement, as well as other
filings containing information about BioVeris, without charge, from
the SEC's website (http://www.sec.gov/) or, without charge, from
BioVeris at http://www.bioveris.com/. PARTICIPANTS IN SOLICITATION
BioVeris and its directors and executive officers and certain other
members of management may be deemed to be participants in the
solicitation of proxies in connection with the merger. Information
concerning BioVeris' participants is set forth in the proxy
statement for BioVeris' 2006 annual meeting of stockholders, which
was filed with the SEC on Schedule 14A on July 28, 2006. Additional
information regarding the interests of participants of BioVeris in
the solicitation of proxies in connection with the merger was
included in the preliminary proxy statement filed with the SEC on
May 2, 2007, and will be contained in the definitive proxy
statement to be filed with the SEC. BioVeris' press releases and
other Company information are available at BioVeris' website
located at http://www.bioveris.com/. BioVeris Corporation Safe
Harbor This press release contains forward-looking statements
within the meaning of the federal securities laws that relate to
future events. All statements in this press release that are not
historical facts, including any statements about the proposed
merger transaction with Roche, the special meeting of shareholders
and the record date for the special meeting of shareholders 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 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 SEC, 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 neither this 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. George Migausky BioVeris
Corporation (301) 869-9800, ext. 2013 Jonathan Fassberg (investors)
The Trout Group (212) 477-9007, ext. 16 Andrew Cole/Lesley Bogdanow
(media) Sard Verbinnen & Co (415) 618-8750/(212) 687-8080
DATASOURCE: BioVeris Corporation CONTACT: George Migausky of
BioVeris Corporation, +1-301-869-9800, ext. 2013; investors,
Jonathan Fassberg of The Trout Group for BioVeris Corporation,
+1-212- 477-9007, ext. 16; or media, Andrew Cole, +1-415-618- 8750,
or Lesley Bogdanow, +1-212-687-8080, both of Sard Verbinnen &
Co for BioVeris Corporation Web site: http://www.bioveris.com/
http://www.sec.gov/
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