Celera Genomics, a PE Corporation business, and Paracel, Inc., a privately-held company based in Pasadena, CA, today announced that they have signed a definitive merger agreement under which Celera Genomics will acquire Paracel in a stock-for-stock transaction. 

The transaction, which has been approved by the Boards of Directors of both companies, is structured as a tax-free reorganization and accounted for under the purchase method. All of the equity of Paracel will be exchanged for shares of Celera Genomics common stock having a market value at the effective time of the merger equal to $283 million, except that the number of shares issued at closing will not be more than 2.26 million or less than 1.55 million. 

The transaction is subject to customary closing conditions and regulatory approvals. 

Paracel, Inc. is a leading producer of advanced genomic and text analysis technologies. Its products include the world's fastest sequence comparison supercomputer (GeneMatcher(TM)), high-throughput sequence analysis and annotation software tools, and a text search supercomputer (TextFinder(TM)). 

Its customers include major pharmaceutical, biotechnology and genomic companies; research centers; and government institutions worldwide. 

The Paracel technology and bioinformatic expertise that Celera is acquiring complement Celera's data resources. Celera intends to utilize this expertise to provide value added analytical and data mining tools needed by its customers as well as for Celera's internal gene discovery and annotation work. 

GeneMatchers, which have the equivalent computing power of many of the world's largest
supercomputers, are deployed in major genomic centers worldwide for sequence analysis. Paracel has also developed one of the world's largest text analysis systems for the U.S. government, comprising over ten trillion characters of online text in many languages and one million parallel processors. 

"We believe Paracel's advanced supercomputing technology and expertise is synergistic with Celera's comprehensive genomics content enabling us to create the premier genomic discovery portal,'' said J. Craig Venter, Ph.D., Celera's president and chief scientific officer. 

"We expect this technology to enable customers of Celera to rapidly search through Celera's vast data resources to make important discoveries.'' 

"We at Paracel look forward eagerly to joining the Celera team,'' said Kwang-I Yu, Ph.D., founder,
chairman, president, and CEO of Paracel, Inc. 

"We intend to continue to grow Paracel's business as a leading vendor of high-throughput sequence and text analysis products to the pharmaceutical, biotechnology, and government sectors. We also plan to follow through with the long-term commitments to all our current and future customers. We believe that our combination with Celera will enable us to accelerate our product development plans. Paracel plans to support the development of technologies that will contribute to Celera's vision of becoming the definitive source of biological information in the 21st century.'' 

PE Corporation currently comprises two operating groups. Celera Genomics Group, headquartered in Rockville, MD, intends to become the definitive source of genomic and related medical information. PE Biosystems Group, headquartered in Foster City, CA and with sales of $1.2 billion during fiscal 1999, develops and markets instrument-based systems, reagents, software, and contract related services to the life science industry and research community. 

Celera, Celera Genomics, and PE Biosystems are trademarks of PE Corporation. 
GeneMatcher and TextFinder are trademarks of Paracel, Inc. 

Company news release
N2595