Filed by IGEN International, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under
Rule 14a-12 under the Securities and Exchange Act of 1934
Subject Company: IGEN International, Inc.
Exchange Act File Number of Subject Company: 000-23252
Registration Statement Number: 333-109196
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IGEN International, Inc,
16020 Industrial Drive, Gaithersburg, Maryland 20877 USA
Phone: (301) 869-9800, Fax: (301) 208-3798
FOR IMMEDIATE RELEASE
CONTACTS:
George Migausky Jonathan Fassberg (investors)
IGEN International The Trout Group
(301) 869-9800, ext. 2013 (212) 477-9007, ext. 16
Paul Caminiti or Andrew Cole (media)
Citigate Sard Verbinnen
(212) 687-8080
IGEN SETS DATE FOR SPECIAL STOCKHOLDER MEETING AND ANNOUNCES MAILING OF PROXY
STATEMENT/PROSPECTUS
Gaithersburg, MD, January 13, 2004 - IGEN International, Inc. (Nasdaq: IGEN)
today announced that it will hold a special meeting of stockholders on February
13, 2004 at which stockholders will be asked to vote to adopt the previously
announced merger agreement with Roche Holding Ltd. Stockholders will also be
asked to approve the proposed 2003 stock incentive plan for the IGEN spin-off
company, BioVeris Corporation. IGEN stockholders of record on December 18, 2003
are entitled to vote at the special meeting.
IGEN also announced that it expects to mail the definitive proxy
statement/prospectus regarding the transaction to IGEN stockholders entitled to
vote on or about January 14, 2004. The special stockholder meeting will be held
at 10:00 AM EST on February 13, 2004 at The Four Seasons Hotel in Washington DC.
On July 24, 2003, IGEN and Roche jointly announced that they had entered into
definitive agreements under which Roche will acquire IGEN and IGEN will
simultaneously distribute the common stock of BioVeris Corporation to its
stockholders. If the merger agreement is adopted by IGEN stockholders, IGEN
expects to complete the transaction shortly after the special meeting. Following
completion of the transaction, IGEN stockholders will be entitled to receive
$47.25 in cash, without interest, and one share of BioVeris common stock for
each share of IGEN common stock they own. BioVeris common stock has been
approved for quotation on The NASDAQ National Market(R) under the symbol "BIOV".
Investors and security holders are urged to read the proxy statement/prospectus
regarding the transaction with Roche because it contains important information.
Investors and security holders may obtain a free copy of the proxy
statement/prospectus and other documents filed by BioVeris and IGEN with the SEC
at the SEC's web site at www.sec.gov. The proxy statement/prospectus and these
other documents may also be obtained for free from IGEN by directing a request
to IGEN International, Inc., 16020 Industrial Drive, Gaithersburg, MD 20877,
(301) 869-9800, Attention: Secretary.
IGEN, its directors, and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the transaction
with Roche. Information about the directors and executive officers of IGEN and
their ownership of IGEN stock is set forth in IGEN's Proxy Statement filed July
29, 2003. Investors may obtain additional information regarding the interests of
such participants by reading the proxy statement/prospectus.
IGEN develops and markets biological detection systems based on its proprietary
ORIGEN(R) technology, which provides a unique combination of sensitivity,
reliability, speed and flexibility. ORIGEN-based systems are used in a wide
variety of applications, including clinical diagnostics, pharmaceutical research
and development, life science research, biodefense testing and testing for food
safety and quality control. These systems are marketed by IGEN and its licensees
and/or distributors. IGEN and ORIGEN are registered trademarks of IGEN
International, Inc. More information about the company can be found at
http://www.igen.com .
This release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including statements about
plans to mail the proxy statement/prospectus to IGEN stockholders, approval by
IGEN stockholders, completion of the transaction with Roche, and distribution of
the common stock of BioVeris to its stockholders. Actual results might differ
materially from these statements due to risks and uncertainties, including those
associated with the approval of the transaction by IGEN stockholders; the value
of the transaction to stockholders; the satisfaction of closing conditions;
BioVeris's ability to effectively compete in the various markets in which we
currently, and plan to, have product offerings; and changes in general economic,
business and industry conditions. More complete descriptions of the risks
applicable to IGEN and BioVeris appear in the companies' documents filed with
the Securities and Exchange Commission and available on request from IGEN and
BioVeris. IGEN and BioVeris disclaim any intent or obligation to update these
forward-looking statements.
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