Roche and CuraGen today announced that they have signed a definitive agreement under which Roche will acquire 100% of 454 Life Sciences, a majority-owned subsidiary of CuraGen Corporation, active in high-throughput DNA sequencing. Under the terms of the agreement, Roche will pay 454 Life Sciences’ shareholders USD 140 million in cash. In addition to the payment from Roche, 454 Life Sciences’ shareholders may receive up to USD 14.9 million in cash from the holders of currently outstanding stock options and warrants if these are exercised.
454 Life Sciences and Roche have an existing research and marketing collaboration under which Roche Diagnostics is the exclusive worldwide distributor of the Genome Sequencer systems based on 454 Life Science’s ultrafast 454 Sequencing technology. This acquisition will give Roche Diagnostics access to 454’s future generations of sequencing products and the use of 454 Sequencing for in-vitro diagnostic applications.
“This acquisition is part of our strategy to strengthen our position as a major player in the sequencing market. Our existing collaboration is very successful and we welcome 454 Life Sciences and its employees to the Roche Diagnostics Division,”said Severin Schwan, CEO Division Roche Diagnostics and Member of the Corporate Executive Committee of Roche.
454 Life Sciences as part of Roche Diagnostics will continue to provide powerful sequencing systems to the markets. The Genome Sequencer 20 System and the new Genome Sequencer FLX System, one of the important new products of Roche Diagnostics, have been established in sequencing laboratories all over the world for a wide range of research applications.
Roche plans to maintain the 454 Life Sciences facility in Branford, Connecticut with its 167 employees as a fully integrated part of the Roche Diagnostics organization. This transaction is subject to certain closing conditions, including regulatory approvals. Approval by CuraGen or Roche shareholders is not required for the transaction to be consummated.
About 454 Life Sciences
454 Life Sciences, a majority-owned subsidiary of CuraGen Corporation, develops and commercializes novel instrumentation for high-throughput DNA sequencing. Specific applications include whole-genome sequencing, RNA analysis and ultra-deep sequencing of target genes. The hallmarks of 454 Sequencing are its simple, unbiased sample preparation and massively parallel sequencing, which makes large-scale scientific projects feasible and more affordable. In 2005, 454 Sequencing and the Genome Sequencer 20 System won The Wall Street Journal’s top Innovation Award for 2005, and received an R&D 100 Editor’s Choice Award as one of the most technologically significant products in 2006. The 454 Sequencing Center offers sequencing services directly to customers on a fee for service basis. The Genome Sequencer systems are exclusively distributed for 454 Life Sciences by Roche Applied Science, a business area of Roche Diagnostics. Additional information about 454 Life Sciences is available on the Internet at www.454.com.
Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused healthcare groups in the fields of pharmaceuticals and diagnostics. As the global leader in biotechnology, Roche contributes on a broad range of fronts to improving people’s health and quality of life by supplying innovative products and services for the early detection, prevention, diagnosis and treatment of diseases. Roche is the world leader in in-vitro diagnostics, the leading supplier of drugs for cancer and transplantation and a market leader in virology. It is also engaged in other important therapeutic areas including autoimmune, inflammatory and metabolic disease and diseases of the central nervous system. In 2006 sales by the Pharmaceuticals Division totalled 33.3 billion Swiss francs, and the Diagnostics Division posted sales of 8.7 billion Swiss francs. Roche employs roughly 75,000 people worldwide and has R&D agreements and strategic alliances with numerous partners, including majority ownership interests in Genentech and Chugai. Additional information about the Roche Group is available on the Internet at www.roche.com.