Caliper Life Sciences and Xenogen Schedule Stockholder Meetings to Approve Merger
Caliper Life Sciences, Inc. and Xenogen Corporation announced that the S-4 registration statement-joint proxy statement for their previously announced pending merger was declared effective by the United States Securities and Exchange Commission on July 11, 2006, and that each company will hold a stockholder meeting on August 9, 2006. The record date for each company's stockholder meeting is the close of business on July 6, 2006.
The primary purpose of these stockholder meetings is to approve the merger agreement between Xenogen and Caliper, in the case of the Xenogen stockholder meeting, and to approve the issuance of Caliper securities to the Xenogen stockholders and warrant holders pursuant to the pending merger, in the case of the Caliper stockholder meeting. In addition, at the Caliper stockholder meeting, Caliper's stockholders will be asked to approve an increase in Caliper's authorized common stock and, because this meeting will also serve as Caliper's regular annual stockholder meeting, to elect two existing Caliper Directors to new three-year terms.
Each of Caliper's and Xenogen's Board of Directors is recommending stockholder approval of the merger under the terms set forth in the merger agreement dated February 10, 2006. Under the terms of this agreement, Caliper will issue approximately 13.2 million common shares and approximately 5.125 million warrants to purchase Caliper common shares in exchange for Xenogen's outstanding common shares and warrants.
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