Xtrana, Inc. and Alpha Innotech Corporation Announce Closing of Reverse Merger Transaction, 1-for-10 Reverse Stock Split and Nam
05 10월 2005 - 3:32AM
Business Wire
Xtrana, Inc. (OTCBB: XTRN) and Alpha Innotech Corporation announced
the closing, effective of as October 3, 2005, of the previously
announced reverse merger transaction. Pursuant to an Agreement and
Plan of Merger, Alpha Innotech Corporation was merged with a wholly
owned subsidiary of Xtrana, with Alpha Innotech Corporation being
the surviving operating entity and becoming a wholly owned
subsidiary of Xtrana. As a result of the closing, the historical
business operations of Alpha Innotech will comprise Xtrana's
principal business operations going forward. Alpha Innotech was
founded in 1992 and is headquartered in San Leandro, California.
Alpha Innotech develops, manufactures and markets digital imaging
and detection systems for the life science research and drug
discovery markets. Alpha Innotech's goal is to combine instruments,
reagents and bioinformatics software to offer integrated modular
technology platforms for the electrophoresis, functional genomics,
proteomics and cell analysis markets. Alpha Innotech had revenues
of $10.5 million for the fiscal year ended December 31, 2004, and
expects revenues to increase at least 15% for the year ending
December 31, 2005, as compared to the prior year. Pursuant to the
merger, all outstanding capital stock of Alpha Innotech Corporation
was converted into the right to receive shares of Xtrana common
stock and all outstanding Alpha Innotech Corporation stock options
and warrants were converted into options and warrants to purchase
Xtrana common stock. As a result of the merger, the former Alpha
Innotech shareholders now hold approximately 83% of the outstanding
common stock of the combined company and stockholders who held
Xtrana common stock immediately prior to the merger now hold
approximately 17% of the issued and outstanding common stock
(excluding options and warrants). Alpha Innotech shareholders
approved the merger earlier this month by written consent. Xtrana
stockholders approved the merger at the annual stockholders meeting
held yesterday. Additional information about the merger
transaction, and Alpha Innotech Corporation, can be found in
Xtrana's Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on August 12, 2005. In
connection with the closing of the merger, Haseeb Chaudhry was
appointed as the Chief Executive Officer of the Company; and Darryl
Ray, Ph.D., was appointed as the President, Chief Operating Officer
and Acting Chief Financial Officer. In addition, in connection with
the closing of the merger, the following directors were appointed
as members of the Board of Directors: Haseeb Chaudhry; Darryl Ray,
Ph.D.; Nagesh Mahtre, Ph.D.; and William Snider; in addition to two
continuing directors of Xtrana, Michael D. Bick, Ph.D. and James H.
Chamberlain. "We are very pleased with the results of the vote,"
stated Darryl Ray, President of the combined company. "We believe
the merger will provide Alpha Innotech access to additional
resources needed to implement our plans to grow our business
through the introduction of innovative products for the life
science and drug discovery markets." Reverse Stock Split and Name
Change In connection with the merger, Xtrana shareholders also
approved a one-for-ten reverse stock split and a proposal to change
the name of the corporation from Xtrana, Inc. to Alpha Innotech
Corp. The reverse stock split and name change were effective
yesterday pursuant to a Certificate of Amendment to the Company's
Certificate of Incorporation filed with the Delaware Secretary of
State. The post-reverse-stock-split common stock of the Company is
anticipated to start trading on the NASD Over-the-Counter Bulletin
Board under the name Alpha Innotech Corp. on October 6, 2005.
Forward-Looking Statements This press release contains
forward-looking statements (identified by the words "estimate,"
"anticipate," "expect," "believe," and similar expressions), which
are based upon management's current expectations and speak only as
of the date made. These forward-looking statements are subject to
risks, uncertainties and factors that could cause actual results to
differ materially from the results anticipated in the
forward-looking statements and include, but are not limited to, the
timing of the introduction and success of new products by Alpha
Innotech Corporation, Alpha Innotech Corporation's growth
prospects, as well as other factors discussed in Xtrana's latest
SEC Reports on Form 8-K, Form 10-KSB and Forms 10-QSB.
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