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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 7, 1998
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Oncormed, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
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<S> <C>
00-13768 52-1842781
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(Commission File Number) (I.R.S. Employer Identification No.)
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205 Perry Parkway, Gaithersburg, Maryland 20877
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(Address of Principal Executive Offices) (Zip Code)
(301) 208-1888
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(Registrant's Telephone Number, Including Area Code)
N.A.
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On July 7, 1998, the Company issued two press releases announcing
an Agreement and Plan of Merger and Reorganization, copies of which are
attached hereto as Exhibits 99.1 and 99.2. The information contained
in the press releases are incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Description
99.1 Press release, dated July 7, 1998.
99.2 Press release, dated July 7, 1998.
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SIGNATURES
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.
Oncormed, Inc.
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(Registrant)
By: /s/ DOUGLAS DOLGINOW
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Name: Douglas Dolginow
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Title: President and Chief Operating Officer
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Dated: July 7, 1998
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COMPANY PRESS RELEASE EXHIBIT 99.1
GENE LOGIC TO ACQUIRE ONCORMED
GAITHERSBURG, Md.--(BUSINESS WIRE)--July 7, 1998--Gene Logic Inc. (Nasdaq:GLGC
news) and Oncormed, Inc. (AMEX:ONM - news) today announced that they have signed
a definitive agreement pursuant to which Gene Logic will acquire all of the
outstanding stock of Oncormed for Gene Logic Common Stock in a forward
triangular merger. Under the terms of the agreement, Gene Logic will issue
4,849,815 shares of Gene Logic Common Stock, which number may be reduced based
on the value of Gene Logic stock at the time of closing, giving the transaction
a value not to exceed approximately $38 million. Gene Logic will also assume
outstanding warrants to purchase Oncormed stock in connection with the merger.
The combination will be accounted for as a purchase and is expected to result in
a charge related to acquisition of in-process technology when the transaction is
completed, which is currently expected to take place early in the fourth quarter
of 1998. The transaction, which has been approved by the Boards of Directors of
both companies and will be subject to the approval of a majority of the voting
stock of each company, is expected to qualify as a tax-free reorganization.
During the period prior to the closing of the transaction, Gene Logic has agreed
to provide Oncormed with an operating capital loan line collateralized by
certain of Oncormed's tissue biorepository assets.
According to Michael J. Brennan, M.D., Ph.D., President and Chief Executive
Officer of Gene Logic, "With this transaction, Gene Logic acquires Oncormed's
proprietary technologies and resources and extensive clinical experience
together with a portfolio of pharmacogenomics alliances with top-tier
pharmaceutical companies. By adding these elements to our powerful genomics and
bioinformatics platform, we believe Gene Logic will achieve, in a highly
cost-effective way, the critical mass and range of technologies necessary to
support key aspects of the drug discovery and development process: from target
identification and validation, to the discovery of new drug leads, through
clinical trials. We believe that this combination will create major new business
opportunities and enable us to accelerate our rate of commercial development and
revenue growth. We are particularly excited by the prospect of building a new
franchise in pharmacogenomics, further enhancing Gene Logic's status as a
leading provider of genomic information to the pharmaceutical industry."
Timothy J. Triche, M.D., Ph.D., Chairman and Chief Executive Officer of Oncormed
stated, "There is an excellent fit between Oncormed and Gene Logic and we are
enthusiastic about our future as an integrated enterprise. Our shared vision is
to accelerate the pace, reduce the cost and improve the predictability of drug
discovery and development through the provision of an integrated genomics,
bioinformatics and pharmacogenomics platform. By merging highly complementary
technologies, intellectual property and organizational teams, we believe that
the combined company will be able to achieve rapid penetration of the growing
market for genomic information and bioinformatics technologies."
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Gene Logic and the combined company resulting from the merger, which will be a
subsidiary of Gene Logic, will continue operations in Gene Logic's 50,000 square
foot facility located in Gaithersburg, MD, and will employ approximately 175
personnel. Michael J. Brennan will serve as President and Chief Executive
Officer. Douglas Dolginow, M.D., Oncormed's President and Chief Operating
Officer, will become a Senior Vice President of Gene Logic focusing initially on
the pharmacogenomics business. Upon closing of the transaction, Timothy J.
Triche will step down as Chairman and Chief Executive Officer of Oncormed but
will remain as a consultant to Gene Logic. The composition of Gene Logic's Board
of Directors, chaired by Alan G. Walton, D.Sc., will remain unchanged.
Furman Selz LLC and Hambrecht and Quist LLC acted as financial advisers to Gene
Logic and Oncormed, respectively, in connection with the transaction.
Oncormed (http://www.oncormed.com) uses proprietary genomics technologies and
software to characterize genes to establish clinical relevance and to profile
patients for pharmacogenomic and therapeutic purposes. The company's mission is
to accelerate the translation of genetic discoveries into clinically-useful
products and services through strategic collaborations with pharmaceutical,
genomic and biotechnology companies. Oncormed has established corporate
alliances with major pharmaceutical companies, including Merck & Co.,
Schering-Plough, Rhone-Poulenc Rorer and ZENECA Diagnostics, with biotechnology
companies Introgen Therapeutics and Onyx Pharmaceuticals, and with Affymetrix
and Incyte Pharmaceuticals.
Gene Logic combines powerful genomics technologies and bioinformatics expertise
to accelerate the discovery and development of new drugs. Gene Logic provides
its pharmaceutical company partners with products designed to reduce the time,
cost and risk associated with drug discovery and development. These include
proprietary genomic databases of gene expression for new drug target discovery
and development, a novel screening technology for identifying new drug leads,
and a comprehensive bioinformatics system for analyzing, managing and
integrating biological information into the drug discovery process. Gene Logic
has established strategic alliances with N.V.Organon, a pharmaceutical business
unit of Akzo Nobel, Procter & Gamble Pharmaceuticals, Inc., Japan Tobacco, Inc.,
SmithKline Beecham and the Wyeth-Ayerst Research Division of American Home
Products. In addition, Gene Logic has an exclusive alliance with Hoechst
Schering AgrEvo for discovery of genes to develop crop protection and
improvement products.
This release contains forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
ascribed in such forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, the potential
inability to complete the merger as scheduled, or at all, the possibility that
some or all of the objectives of the merger will not be achieved, potential
problems associated with integrating the two companies, including the risk that
key employees will choose to leave, acceptance of the merger by corporate
partners and the market, as well as risks and uncertainties associated with the
ongoing businesses of each Company as discussed in their respective Annual
Reports on Form 10-K for the year ended December 31, 1997 and their other
reports and documents filed from time to time with the Securities and Exchange
Commission.
Contact:
GENE LOGIC INC.
Mark D. Gessler
Senior Vice President Corporate Development
& Chief Financial Officer
Tel: (301) 987-1700
Fax: (301) 987-1701
[email protected]
www.genelogic.com
or
ONCORMED, INC.
Leslie M. Alexandre, Dr.P.H.
Vice President, Corporate
Affairs & Marketing
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Tel: (301) 208-1888 ext. 521
Fax: (301) 926-6125
[email protected]
[email protected]
or
BURNS MCCLELLAN
Lisa Burns (Investors)
Liz Landy (Media)
(212) 213-0006
<PAGE> 1
EXHIBIT 99.2
COMPANY PRESS RELEASE
GENE LOGIC AND ONCORMED RELEASE ADDITIONAL DETAILS OF GENE LOGIC'S ACQUISTION
OF ONCORMED
GAITHERSBURG, M.D.--(BUSINESS WIRE)--July 7, 1998--In response to inquiries
related to the acquisition of Oncormed, Inc. (AMEX:ONM - news) by Gene Logic
Inc. (Nasdaq:GLGC news), the companies announced additional details related to
the transaction.
As reported earlier in the day, Gene Logic and Oncormed Inc. have signed a
definitive agreement pursuant to which Gene Logic will acquire all of the
outstanding stock of Oncormed for Gene Logic Common Stock in a forward
triangular merger. Under the terms of the agreement, Gene Logic will issue a
maximum of 4,849,815 shares of Gene Logic Common Stock to the stockholders of
Oncormed, which number may be reduced based on the value of Gene Logic stock at
the time of the stockholder meeting to approve the transaction, giving the
transaction a value not to exceed approximately $38 million. Such price was set
by using a 15-day trailing average from June 12th by which calculation Gene
Logic stock was at $6.85 per share and Oncormed stock was at $3.29 per share,
yielding an exchange ratio of approximately 0.48 per share (based on the
companies' respective fully-diluted capitalization, excluding warrants and
out-of-the-money options, as of the date of the definitive agreement). However,
if the 15-day average closing price of Gene Logic Common Stock prior to the
stockholder meeting to approve this transaction is more than $7.88 per share,
then the total number of shares of Gene Logic Common Stock to be issued will be
determined by dividing a maximum total transaction value of approximately $38
million by such average closing price, resulting in a maximum value per share of
Oncormed stock of $3.79.
Oncormed (http://www.oncormed.com) uses proprietary genomics technologies and
software to characterize genes to establish clinical relevance and to profile
patients for pharmacogenomic and therapeutic purposes. The company's mission is
to accelerate the translation of genetic discoveries into clinically-useful
products and services through strategic collaborations with pharmaceutical,
genomic and biotechnology companies. Oncormed has established corporate
alliances with major pharmaceutical companies, including Merck & Co.,
Schering-Plough, Rhone-Poulenc Rorer and ZENECA Diagnostics, with biotechnology
companies Introgen Therapeutics and Onyx Pharmaceuticals, and with Affymetrix
and Incyte Pharmaceuticals.
Gene Logic combines powerful genomics technologies and bioinformatics expertise
to accelerate the discovery and development of new drugs. Gene Logic provides
its pharmaceutical company partners with products designed to reduce the time,
cost and risk associated with drug discovery and development. These include
proprietary genomic databases of gene expression for new drug target discovery
and development, a novel screening technology for identifying new drug leads,
and a comprehensive bioinformatics system for analyzing, managing and
integrating biological information
<PAGE> 2
into the drug discovery process. Gene Logic has established strategic alliances
with N.V.Organon, a pharmaceutical business unit of Akzo Nobel, Procter & Gamble
Pharmaceuticals, Inc., Japan Tobacco, Inc., SmithKline Beecham and the
Wyeth-Ayerst Research Division of American Home Products. In addition, Gene
Logic has an exclusive alliance with Hoechst Schering AgrEvo for discovery of
genes to develop crop protection and improvement products.
This release contains forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
ascribed in such forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, the potential
inability to complete the merger as scheduled, or at all, the possibility that
some or all of the objectives of the merger will not be achieved, potential
problems associated with integrating the two companies, including the risk that
key employees will choose to leave, acceptance of the merger by corporate
partners and the market, as well as risks and uncertainties associated with the
ongoing businesses of each Company as discussed in their respective Annual
Reports on Form 10-K for the year ended December 31, 1997 and their other
reports and documents filed from time to time with the Securities and Exchange
Commission.
Contact:
GENE LOGIC INC.
Mark D. Gessler
Senior Vice President
Corporate Development
& Chief Financial Officer
Tel: 301/987-1700
Fax: 301/987-1701
[email protected]
[email protected]
or
ONCORMED, INC.
Leslie M. Alexandre, Dr.P.H.
Vice President, Corporate Affairs & Marketing
Tel: 301/208-1888 ext. 521
Fax: 301/926-6125
[email protected]
[email protected]
or
BURNS MCCLELLAN
Lisa Burns (Investors)
Liz Landy (Media)
212/213-0006
