Sentigen Holding Corp. Stockholders Approve Merger with Invitrogen
Corporation
Sentigen Holding Corp. SGHL Merger with Invitrogen Corporation IVGN
Sentigen Holding Corp. (Nasdaq:SGHL) today announced that at the
special meeting of stockholders held today, Sentigen stockholders
approved the adoption of the agreement and plan of merger with
Invitrogen Corporation (Nasdaq:IVGN), a global leader in life
sciences. The transaction was approved by more than 50% of the shares
outstanding. Based on discussions to date with Invitrogen, and
contingent upon the satisfaction of specified closing conditions,
Sentigen believes that the merger with Invitrogen will be completed
within the next several weeks.
As previously announced, on August 31, 2006, Sentigen and Invitrogen
entered into a definitive merger agreement under which Invitrogen
will acquire Sentigen in a cash transaction at a price of $3.37 per
share for all shares currently issued and outstanding.
Prior to the merger, it is expected that Sentigen will distribute the
shares of SentiSearch, Inc., a newly-formed corporation, in a taxable
transaction, pro rata to the then existing stockholders of Sentigen.
SentiSearch, Inc. is expected to be a publicly traded company,
initially holding certain olfaction intellectual property previously
owned by Sentigen.
Additional Information about the proposed merger and where you can
find it
In connection with the proposed merger, Sentigen has filed a proxy
statement and other relevant materials with the Securities and
Exchange Commission ("SEC"). The proxy statement and other relevant
materials, and any other documents filed by Sentigen with the SEC,
may be obtained free of charge at the SEC's web site at www.sec.gov.
About Sentigen Holding Corp.
Sentigen Holding Corp. conducts business through two wholly-owned
operating subsidiaries: Sentigen Biosciences, Inc. ("Sentigen
Biosciences") and Cell & Molecular Technologies, Inc. ("CMT"). CMT
provides contract research and development services to companies
engaged in the drug discovery process in the following areas:
molecular and cell biology, gene expression and protein biochemistry,
bio-processing, high throughput screening support services, mouse
genetics, and cell-based GPCR selectivity profiling. Sentigen
Biosciences has been primarily engaged in the development and
commercialization of novel bioassay systems that elucidate the
underlying biology of protein-protein interactions. Sentigen
Biosciences has initially targeted its Tango Assay System to address
the functionalization of G protein-coupled receptors (GPCRs) for
pharmaceutical drug discovery and development. For more information
on our companies, please visit their respective websites: www.cmt-
inc.net and www.sentigen.com.
Safe Harbor Statement
This news release includes forward-looking statements that involve
risks and uncertainties. Although Sentigen believes such statements
are reasonable, it can make no assurance that such statements will
prove to be correct. Such statements are subject to certain factors
that may cause results to differ materially from the forward-looking
statements. Such factors include the risk factors discussed in
Sentigen's filings with the Securities and Exchange Commission,
including its most recent Annual Report on Form 10-K and the merger
proxy dated October 13, 2006, copies of which may be obtained from
Sentigen without charge. Sentigen undertakes no obligation to
publicly release results of any of these forward-looking statements
to reflect events or circumstances after the date hereof or to
reflect the occurrence of unexpected results.
