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
(IGEN INTERNATIONAL, INC LOGO)
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16020 Industrial Drive, Gaitherburg, Maryland 20877 USA
Telephone: (301) 869-9800, FAX: (301) 208-3798
FOR IMMEDIATE RELEASE
CONTACTS:
George Migausky Jonathan Fassberg (investors) Paul Caminiti or Andrew Cole (media)
IGEN International, Inc. The Trout Group Citigate Sard Verbinnen
(301) 869-9800, ext. 2013 (212) 477-9007, ext. 16 (212) 687-8080
IGEN ANNOUNCES EARLY TERMINATION OF THE WAITING
PERIOD UNDER HART-SCOTT-RODINO ACT
GAITHERSBURG, MD, September 29, 2003 - IGEN International, Inc. (Nasdaq: IGEN)
announced today that the Federal Trade Commission has granted early termination
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976 with respect to the previously announced transaction between IGEN and
Roche Holding Ltd. The expiration or termination of this waiting period under
the Hart-Scott-Rodino Act is one of the conditions to closing contained in the
merger agreement between the two companies.
More information about the transaction with Roche may be found in the
registration statement on Form S-4 that BioVeris Corporation, a wholly owned
subsidiary of IGEN, filed with the Securities and Exchange Commission on
September 26, 2003. This registration statement contains a preliminary version
of the proxy statement/prospectus that, once final, will be mailed to IGEN
stockholders in connection with a special meeting of stockholders to vote on
the proposed merger and any other matters that might be presented at the
meeting. The proxy statement/prospectus will be mailed after the SEC declares
the registration statement effective.
BioVeris, which was previously called IGEN Integrated Healthcare, LLC, is the
company that was referred to as "Newco" in the definitive agreements relating
to the transaction with Roche. As previously disclosed, if the transaction
with Roche is completed, 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.
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 in electronic form for free from
IGEN by
directing a request to IGEN International, Inc., 16020 Industrial Drive,
Gaithersburg, MD 20877, (301) 869-9800, Attention: Secretary.
IGEN, BioVeris and their respective directors, and certain of their respective
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 with respect to its Annual Meeting for the
year ended March 31, 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
satisfying the closing conditions stated in the merger agreement, the prospects
for an order from the Securities and Exchange Commission accelerating the
effectiveness of the registration statement filed by BioVeris Corporation,
timing for the dissemination of the proxy statement/prospectus to IGEN
stockholders, the timing for a meeting of IGEN stockholders, and the prospects
for stockholder approval of the merger and any other items to be presented to
the stockholders. Actual results might differ materially from these statements
due to risks and uncertainties, including those associated with the regulatory
review process, IGEN's ability to satisfy future closing conditions and market
conditions. More complete descriptions of the risks applicable to IGEN,
BioVeris and the proposed merger appear in IGEN and BioVeris's respective
documents filed with the Securities and Exchange Commission and available on
request from IGEN. IGEN and BioVeris disclaim any intent or obligation to
update these forward-looking statements.
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