The move echoes the recent rumblings within Applera and Celera's management teams, who expressed a preference to split the firm. In January of this year, Celera President Kathy Ordoñez commented that a final decision had not yet been reached but Applera's board of directors stated its preference to split the sister companies into two independent entities.
The proposed move is subject to a number of conditions, one of which requires Applera to gain final board approval. SEC clearance of the registration statement is also a must.
In addition, a receipt of an opinion of tax counsel as to the tax-free nature of the separation is needed before it closes the transaction. Applera shareholders are not required to approve the deal.
The separation would be the result of a one-for-one redemption of the Applera-Celera Group tracking stock for new Celera Corp shares.
A tracking stock is a stock issued by a parent company that tracks the performance of a particular division without having claim on the assets of the division or the parent company.
When a parent company issues a tracking stock, all revenues and expenses of the applicable division are separated from the parent company's financial statements and bound to the tracking stock.
This is often done to separate a subsidiary's high-growth division from a larger parent company that is presenting losses. The parent company and its shareholders, however, still control the operations of the subsidiary.
Celera is Applera's diagnostics and medical testing business. It also has a genetic analyst business called Applied Biosystems, which serves the life science industry and research community by developing and marketing instrument-based systems, consumables, software, and services used to analyse nucleic acids (DNA and RNA), small molecules and proteins.
Celera recently made a couple of acquisitions further strengthening its technologies and facilities that are central to its efforts within the molecular diagnostics market.
The $195m acquisition of Berkeley HeartLab in October 2007 provided Celera with technologies to develop new predictive molecular diagnostics for cardiovascular disease.
Celera also paid $33m in the same month to acquire Atria Genetics, a maker of human leukocyte antigen-testing products used in organ donor matching. Celera also hold strong alliances with Merck and Ipsen, with both relationships working towards a number of cancer test kits.
Under further terms of the agreement, Ordonez would expect to serve as the CEO of Celera, and the company headquarters would be located in Alameda, California. Applera Corporation-Applied Biosystems Group common stock would continue to be traded on the New York Stock Exchange.