Filed by Harvard Bioscience, Inc.
Pursuant to Rule 425 under the Securities Act of
1933, as amended, and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange Act of
1934, as amended
Subject Company: Genomic Solutions Inc.
Commission File No.: 000-30549
This filing contains statements about Harvard Bioscience, Inc. ("HBIO"), Genomic
Solutions Inc. ("GNSL") or the proposed combination of HBIO and GNSL that are
not statements of historical fact and are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements involve known and unknown
risks, uncertainties and other factors that may cause HBIO's and GNSL's actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements. Forward-looking statements include, but are not limited to
statements about the impact of an acquisition on future revenues and earnings,
the expected closing date of the transaction, HBIO's and GNSL's ability to
consolidate and leverage the business, acquired technology, sales force or
marketing expertise, the ability of GNSL to achieve HBIO's traditional growth
rates and HBIO's and GNSL's plans, objectives and intentions contained in this
press release that are not historical facts. In particular there is a risk that
the acquisition will not generate revenues or pro forma earnings that HBIO and
GNSL anticipate. Other factors that may cause HBIO's and GNSL's actual results
to differ materially from those in the forward looking statements include those
set forth under the heading "Important Factors That May Affect Future Operating
Results" in HBIO's Annual Report on Form 10-K for the fiscal year ended December
31, 2001 and under the heading "Risk Factors" in GNSL's Annual Report on Form
10-K for the fiscal year ended December 31, 2001, as well as other risks
described in HBIO's and GNSL's public filings or factors, if any, of which HBIO
and GNSL are not currently aware. HBIO and GNSL may not update these
forward-looking statements, even though their situation may change in the
future, unless they have obligations under the Federal securities laws to update
and disclose material developments related to previously disclosed information.
Harvard Bioscience, Inc. will be filing relevant documents concerning the merger
with the Securities and Exchange Commission including a registration statement
on Form S-4 containing a prospectus. WE URGE INVESTORS TO READ THESE DOCUMENTS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain
these documents free of charge at the SEC's website, (http://www.sec.gov). In
addition, documents filed with the SEC by Harvard Bioscience, Inc. can be
obtained, without charge, by directing a request to Harvard Bioscience, Inc.,
Attn: Chief Financial Officer, telephone (508) 893-8999. Harvard Bioscience,
Inc. and its directors and executive officers may be deemed to be participants
in the solicitation of proxies in connection with the merger. Information about
the directors and executive officers of Harvard Bioscience, Inc. and their
ownership of Harvard Bioscience, Inc. common stock is set forth in the proxy
statement for Harvard Bioscience, Inc.'s 2002 annual meeting of stockholders as
filed on Schedule 14A with the SEC on April 17, 2002. Additional
information about the interests of those participants may be obtained from
reading the definitive prospectus regarding the proposed transaction when it
becomes available.
GNSL will file a proxy statement with the Securities and Exchange Commission in
connection with the proposed transaction. The proxy statement will be sent to
the stockholders of GNSL seeking their approval of the proposed transaction.
Investors and security holders are urged to read the proxy statement because it
will contain important information. When filed, this document may be obtained
free of charge at the website maintained by the Securities and Exchange
Commission at "www.sec.gov." This document may also be obtained free of charge
by requesting it in writing from Genomic Solutions Inc., Investor Relations,
4355 Varsity Drive, Ann Arbor, Michigan 48108. GNSL and its officers and
directors may be deemed to be participants in the solicitation of proxies from
GNSL stockholders in favor of the merger. A description of the interests of
GNSL's executive officers and directors in GNSL is set forth in the proxy
statement for GNSL's annual meeting of stockholders, which was filed with the
Securities and Exchange Commission on April 11, 2002.
THE FOLLOWING IS A CURRENT REPORT ON FORM 8-K FILED BY HBIO ON JULY 19, 2002:
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 17, 2002
HARVARD BIOSCIENCE, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 0-31923 04-3306140
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
84 October Hill Road, Holliston, MA 01746-1371
(Address of principal executive offices and zip code)
(508) 893-8999
(Registrant's telephone number, including area code)
This Current Report on Form 8-K may contain forward-looking statements
within the meaning of the federal securities laws. Reliance should not be placed
on forward-looking statements because they involve known and unknown risks and
uncertainties which may cause the actual results, performance, and achievements
of the Company to differ materially from the anticipated future results,
performance and achievements that are expressed or implied by such
forward-looking statements. Additional information concerning these risks and
uncertainties is contained in the section entitled "Important Factors That May
Affect Future Operating Results" of the Company's Annual Report on Form 10-K for
the year ended December 31, 2001. The Company disclaims any obligation to update
any of the forward-looking statements contained herein to reflect future
developments or events.
ITEM 5. OTHER EVENTS
On July 17, 2002, Harvard Bioscience, Inc., a Delaware corporation (the
"Company"), HAG Acq. Corp., a Delaware corporation and a wholly-owned subsidiary
of the Company ("MergerCo"), and Genomic Solutions Inc., a Delaware corporation
("GNSL") entered into an Agreement and Plan of Merger (the "Merger Agreement")
pursuant to which GNSL will be merged with and into MergerCo (the "Merger").
As a result of the Merger, all of the outstanding shares of GNSL common
stock will be converted into the right to receive an aggregate of $9,000,000 in
cash and 3,200,000 shares of common stock, par value $0.01 per share, of the
Company. The Merger, which has been approved by the boards of directors of each
company, is subject to customary closing conditions and regulatory approvals, as
well as the approval of the stockholders of GNSL.
The Company also entered into voting agreements with certain stockholders
of GNSL who have voting control over approximately 38% of the outstanding shares
of GNSL common stock. Pursuant to the voting agreements, such stockholders have
agreed to vote their GNSL shares in favor of the Merger.
A copy of the Merger Agreement and the form of voting agreement are
attached to this Current Report on Form 8-K as Exhibit 2.1 and 99.1,
respectively, and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of the Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
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(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of July 17, 2002,
by and among Harvard Bioscience, Inc., HAG Acq. Corp. and
Genomic Solutions Inc. (1)
99.1 Form of Voting Agreement, dated as of July 17, 2002, by
and between Harvard Bioscience, Inc. and certain
stockholders of Genomic Solutions Inc.
(1) The exhibits and schedules to the Merger Agreement have been
omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The
Company will furnish copies of any of the exhibits and schedules to the
Securities and Exchange Commission upon request.
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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.
Dated: July 19, 2002 HARVARD BIOSCIENCE, INC.
By: /s/ David Green
------------------------
David Green
President
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of July 17, 2002, by and among
Harvard Bioscience, Inc., HAG Acq. Corp. and Genomic Solutions Inc. (1)
99.1 Form of Voting Agreement, dated as of July 17, 20002, by and between
Harvard Bioscience, Inc. and certain stockholders of Genomic Solutions Inc.
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(1) The exhibits and schedules to the Merger Agreement have been omitted from
this filing pursuant to item 601(b)(2) of Regulation S-K. The Company will
furnish copies of any of the exhibits and schedules to the Securities and
Exchange Commission upon request.
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