UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported: July 24, 2003):
IGEN INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-23252 94-2852543
(State or other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
16020 Industrial Drive
Gaithersburg, Maryland 20877
(Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (301) 869-9800
Exhibit Index on Page 5
Item 5. Other Events and Regulation FD Disclosure
On July 24, 2003, IGEN International, Inc. ("IGEN") and Roche Holding Ltd.
("Roche") jointly announced that they had reached definitive agreements to
resolve their long-running dispute on the rights to ORIGEN, IGEN's
electrochemiluminescence (ECL) technology used by Roche's diagnostics division.
The transaction, which has been approved by the Boards of Directors of IGEN and
Roche, will enable both companies to independently maximize the value of their
respective technology assets and businesses.
Under the terms of the agreements, Roche will acquire IGEN, thereby securing
rights to ORIGEN technology used in its Elecsys(R) diagnostics product line. For
each IGEN share, IGEN shareholders will receive $47.25 in cash and one share of
a newly formed public company to be spun off by IGEN in a fully taxable
transaction. IGEN has 26.7 million fully diluted outstanding shares. The new
company, which will be 100% owned by IGEN shareholders, will own ORIGEN
technology, assume certain ongoing IGEN businesses and is expected to have
approximately $155 million in working capital. This working capital will be
provided primarily by Roche as part of the transaction, in addition to the
$47.25 per share cash payment to be made to IGEN shareholders.
Through the acquisition of IGEN, Roche will secure, among other assets, new
non-exclusive, fully paid-up, worldwide and perpetual rights that will permit
Roche to continue to commercialize ORIGEN technology in the human in-vitro
diagnostics field and continue to sell and further develop its Elecsys products
for centralized laboratories, hospital labs and blood banks. In addition, Roche
generally will be able to sell certain ORIGEN-based immunochemistry systems into
point of care sites and physicians offices. Improvements of the ECL technology
developed by Roche until the closing date will remain with Roche. IGEN will
receive a license to those improvements. As reported by Roche, Roche's ECL-based
Lab Diagnostics business had sales in 2002 of approximately CHF 560 million (US
$404 million), with a compound annual growth rate in local currencies of
approximately 23% over the last three years.
Upon completion of the acquisition, the new company to be spun-off by IGEN to
its shareholders will hold IGEN's patents and assume its biodefense, life
science and industrial businesses, as well as opportunities in the clinical
diagnostics field. The new company will also hold IGEN's equity interest in the
Meso Scale Diagnostics ("MSD") joint venture. The new company will be able to
address the entire clinical diagnostic market, including the hospital, blood
bank and reference lab markets that were previously exclusively held by Roche.
The new company will also receive rights to certain improvements relating to
Roche's Elecsys product line and royalty-bearing licenses to PCR, a nucleic acid
amplification technology, for use in most fields. The new company, which will be
named prior to closing the transaction, will be managed by IGEN's current
management team and headquartered in Gaithersburg, Maryland. It is expected that
the new company's shares will be listed on Nasdaq upon completion of the
spin-off.
As part of the agreement, Roche will immediately pay IGEN $18.6 million in cash
for compensatory damages as confirmed on July 9, 2003 by the U.S. Court of
Appeals for the Fourth Circuit. Roche will also immediately pay to IGEN the
royalties owed to IGEN for the quarter ended June 30, 2003. Effective
immediately, there will be no further royalties owed to IGEN,
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and Roche will pay a fixed fee of $5 million per month to IGEN for the use of
ORIGEN technology pending completion of the transaction. As part of the
transaction, the MSD joint venture will expire. Following the closing, the new
company will make a final capital contribution of $37.5 million to MSD.
The transaction is expected to close by calendar year-end, subject to the
approval of IGEN shareholders and receipt of necessary regulatory approvals and
other limited closing conditions.
The foregoing description of the transaction is qualified in its entirety by
reference to the terms of the agreements which are filed as Exhibits to this
Form 8-K and are incorporated herein by reference.
IGEN CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This Form 8-K contains forward-looking statements within the meaning of the
"safe harbor" provision of the Private Securities Litigation Reform Act of 1995.
All statements that are not statements of historical fact are 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 Form 8-K. We have
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 which could cause actual results to differ
materially from those described in the forward-looking statements. The following
factors are among those that may cause actual results to differ materially from
our forward-looking statements: the approval of the transaction by IGEN
shareholders; the value of the transaction to shareholders; the satisfaction of
closing conditions; the timing of the closing for the transaction; our
relationship with Roche Diagnostics GmbH; our ability to develop and introduce
new or enhanced products; our ability to enter into new collaborations on
favorable terms, if at all; our ability to suspend ongoing patent litigation and
to renew these litigations if the transaction does not close; our ability to
expand the commercialization of existing products; our ability to effectively
compete in the various markets in which we currently, and plan to, have product
offerings; domestic and foreign governmental and public policy changes,
particularly related to health care costs, that may affect new investments and
purchases made by customers; availability of financing and financial resources
in the amounts, at the times and on the terms required to support our future
business; protection and validity of patent and other intellectual property
rights; and changes in general economic, business and industry conditions. These
and other risk factors are discussed in IGEN's annual report on Form 10-K for
the year ended March 31, 2003, filed with the Securities and Exchange Commission
(SEC) and available at the Investor Relations section of IGEN's web site at
www.igen.com or the SEC's web site at www.sec.gov. IGEN disclaims any intent or
obligation to update any forward looking statements.
ADDITIONAL INFORMATION AND WHERE YOU CAN FIND IT
Investors and security holders are urged to read the proxy statement/prospectus
regarding the business combination transaction referenced in the foregoing
information, when it becomes available, because it will contain important
information. The proxy statement/prospectus will be filed with the Securities
and Exchange Commission by IGEN and IGEN Integrated Healthcare, LLC. Investors
and security holders may obtain a free copy of the proxy statement/prospectus
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(when it is available) and other documents filed by IGEN and IGEN Integrated
Healthcare, LLC with the SEC at the SEC's web site at www.sec.gov. The proxy
statement/prospectus (when it is available) 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:
General Counsel.
IGEN, its directors, and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the business
combination transaction referenced in the foregoing information. 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, 2002. Investors may obtain additional information
regarding the interests of such participants by reading the proxy
statement/prospectus when it becomes available.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits
99.1 License Agreement, dated as of July 24, 2003, between IGEN
International, Inc. and IGEN LS LLC.
99.2 Covenants Not to Sue, dated as of July 24, 2003, among IGEN
Integrated Healthcare, LLC, Meso Scale Diagnostics, LLC.,
Meso Scale Technologies, LLC., Roche Diagnostics GmbH, Roche
Holding Ltd and IGEN LS LLC.
99.3 Improvements License Agreement, dated as of July 24, 2003,
between Roche Diagnostics GmbH and IGEN International, Inc.
99.4 License Agreement (Human IVD, Veterinary IVD, HLA Typing,
Paternity, DNA Manufacturing and Plasma Testing), dated July
24, 2003, among Igen Integrated Healthcare, LLC, F.
Hoffmann-La Roche Ltd, Roche Diagnostics GmbH, and Roche
Molecular Systems, Inc.
99.5 License Agreement (Human IVD Services and Animal Diagnostic
Services), dated July 24, 2003, among Igen Integrated
Healthcare, LLC, F. Hoffmann-La Roche Ltd, Roche Diagnostics
GmbH, and Roche Molecular Systems, Inc.
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 License Agreement, dated as of July 24, 2003, between IGEN
International, Inc. and IGEN LS LLC.
99.2 Covenants Not to Sue, dated as of July 24, 2003, among IGEN
Integrated Healthcare, LLC, Meso Scale Diagnostics, LLC.,
Meso Scale Technologies, LLC., Roche Diagnostics GmbH, Roche
Holding Ltd and IGEN LS LLC.
99.3 Improvements License Agreement, dated as of July 24, 2003,
between Roche Diagnostics GmbH and IGEN International, Inc.
99.4 License Agreement (Human IVD, Veterinary IVD, HLA Typing,
Paternity, DNA Manufacturing and Plasma Testing), dated July
24, 2003, among Igen Integrated Healthcare, LLC, F.
Hoffmann-La Roche Ltd, Roche Diagnostics GmbH, and Roche
Molecular Systems, Inc.
99.5 License Agreement (Human IVD Services and Animal Diagnostic
Services), dated July 24, 2003, among Igen Integrated
Healthcare, LLC, F. Hoffmann-La Roche Ltd, Roche Diagnostics
GmbH, and Roche Molecular Systems, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 24, 2003
IGEN INTERNATIONAL, INC.
By: /s/ Richard J. Massey
-------------------------------
Name: Richard J. Massey
Title: President and Chief
Operating Officer
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