0000921895-11-000935.txt : 20110504 0000921895-11-000935.hdr.sgml : 20110504 20110504090351 ACCESSION NUMBER: 0000921895-11-000935 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110504 DATE AS OF CHANGE: 20110504 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Celera CORP CENTRAL INDEX KEY: 0001428156 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 262028576 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84124 FILM NUMBER: 11808334 BUSINESS ADDRESS: STREET 1: 1401 HARBOR BAY PARKWAY CITY: ALAMEDA STATE: CA ZIP: 94502 BUSINESS PHONE: 510-749-4200 MAIL ADDRESS: STREET 1: 1401 HARBOR BAY PARKWAY CITY: ALAMEDA STATE: CA ZIP: 94502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P CENTRAL INDEX KEY: 0000918923 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 363924731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE, SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 900 N. MICHIGAN AVENUE, SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60611 SC 13D/A 1 sc13da407422007_05022011.htm AMENDMENT NO. 4 TO THE SCHEDULE 13D sc13da407422007_05022011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  4)1

Celera Corporation
(Name of Issuer)

Common Stock, par value $0.01
(Title of Class of Securities)

15100E106
(CUSIP Number)
 
ELIZABETH DELANEY
BVF PARTNERS L.P.
900 North Michigan Avenue
Suite 1100
Chicago, Illinois 60611
(312) 506-6500

ADAM W. FINERMAN, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 2, 2011
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
CUSIP NO. 15100E106
 
1
NAME OF REPORTING PERSON
 
BIOTECHNOLOGY VALUE FUND, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
2,696,302
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
2,696,302
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,696,302
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.3%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 15100E106
 
1
NAME OF REPORTING PERSON
 
BIOTECHNOLOGY VALUE FUND II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,814,900
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,814,900
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,814,900
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.2%
14
TYPE OF REPORTING PERSON
 
PN

 
3

 
CUSIP NO. 15100E106
 
1
NAME OF REPORTING PERSON
 
BVF INVESTMENTS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
6,982,615
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
6,982,615
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,982,615
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.5%
14
TYPE OF REPORTING PERSON
 
OO

 
4

 
CUSIP NO. 15100E106
 
1
NAME OF REPORTING PERSON
 
INVESTMENT 10, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
ILLINOIS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
800,675
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
800,675
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
800,675
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
5

 
CUSIP NO. 15100E106
 
1
NAME OF REPORTING PERSON
 
BVF X LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
10,000
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
10,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

 
6

 
CUSIP NO. 15100E106
 
1
NAME OF REPORTING PERSON
 
BVF PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
12,304,492
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
12,304,492
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,304,492
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.98%
14
TYPE OF REPORTING PERSON
 
PN, IA

 
7

 
CUSIP NO. 15100E106
 
1
NAME OF REPORTING PERSON
 
BVF INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
12,304,492
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
12,304,492
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,304,492
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.98%
14
TYPE OF REPORTING PERSON
 
CO

 
8

 
CUSIP NO. 15100E106
 
1
NAME OF REPORTING PERSON
 
MARK N. LAMPERT
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
12,304,492
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
12,304,492
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
12,304,492
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.98%
14
TYPE OF REPORTING PERSON
 
IN

 
9

 
CUSIP NO. 15100E106
 
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”).  This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by Biotechnology Value Fund, L.P., a Delaware limited partnership (“BVF”), Biotechnology Value Fund II, L.P., a Delaware limited partnership (“BVF2”), BVF Investments, L.L.C., a Delaware limited liability company (“BVLLC”), Investment 10, L.L.C., an Illinois limited liability company (“ILL10”), BVF X LLC, a Delaware limited liability company (“BVFX”), BVF Partners L.P., a Delaware limited partnership (“Partners”), BVF Inc., a Delaware corporation, and Mark N. Lampert.  Mr. Lampert is the sole shareholder, sole director and an officer of BVF Inc.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The business address of BVF, BVF2, BVLLC, ILL10, BVFX, Partners, BVF Inc. and Mr. Lampert is 900 North Michigan Avenue, Suite 1100, Chicago, Illinois 60611.
 
(c)           Each of BVF, BVF2, BVLLC, ILL10 and BVFX specializes in holding biotechnology stocks for investment purposes.  Partners is the general partner of BVF and BVF2, which are investment funds. Partners is the manager of BVLLC, which is an investment fund. ILL10 is a managed account, which Partners advises pursuant to an investment management agreement.  BVF, BVF2, BVLLC and ILL10 are members of BVFX.  BVF Inc. is the investment adviser to and general partner of Partners.  Mr. Lampert is the sole shareholder, sole director and an officer of BVF Inc.
 
(d)           During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
 
(e)           During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Mr. Lampert is a citizen of the United States of America.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by BVF, BVF2, BVLLC, ILL10 and BVFX were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase cost of the 12,304,492 Shares beneficially owned in the aggregate by BVF, BVF2, BVLLC, ILL10 and BVFX is approximately $89,654,709, including brokerage commissions.
 
 
10

 
CUSIP NO. 15100E106
 
Item 4.
Purpose of Transaction
 
Item 4 is hereby amended to add the following:
 
As stated previously, the Reporting Persons intend to pursue all available options in order to realize the fair value of their investment in the Issuer. Accordingly, on May 2, 2011, the Reporting Persons filed a Notice of Intention to Object to the proposed settlement (the “Settlement”) of previously consolidated class action lawsuits filed in Delaware and California state courts relating to the agreement by Quest Diagnostics Incorporated (“Quest”) to acquire the Issuer.
 
On March 18, 2011, the Issuer announced that it had entered into an agreement and plan of merger (the “Merger”) with Quest and Spark Acquisition Corporation, a wholly owned subsidiary of Quest (the “Purchaser”), pursuant to which the Purchaser commenced a tender offer (the “Tender Offer”) to acquire all of the issued and outstanding Shares for $8.00 per Share.  Shortly thereafter, multiple class action lawsuits objecting to the Merger were filed against the Issuer and its board of directors.  On April 1, 2011, three such lawsuits were consolidated into a single action and the New Orleans Employees’ Retirement System (“NOERS”) was appointed the lead plaintiff.  On April 1, 2011, a Verified Consolidated Amended Class Action Complaint was filed by NOERS in the consolidated action.  On April 18, 2011, the parties to the consolidated action entered into a memorandum of understanding with Quest, the Purchaser and the Issuer, regarding the Settlement.
 
On May 2, 2011, Partners filed a Notice of Intention to Object to Proposed Settlement, a copy of which is attached as Exhibit 99.1 hereto.
 
On May 4, 2011, Quest announced the successful completion of the Tender Offer.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) and (b) are hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 82,155,471 Shares outstanding, which is the total number of Shares outstanding as of March 16, 2011, as reported in the Issuer’s Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on March 28, 2011.
 
As of the close of business on May 3, 2011, BVF beneficially owned 2,696,302 Shares, BVF2 beneficially owned 1,814,900 Shares, BVLLC beneficially owned 6,982,615 Shares, ILL10 beneficially owned 800,675 Shares and BVFX beneficially owned 10,000 Shares, representing percentage ownership of approximately 3.3%, 2.2%, 8.5%, less than 1% and less than 1%, respectively, of the Shares outstanding.
 
As the general partner of BVF and BVF2, the manager of BVLLC, the investment adviser of ILL10 and the general partner, manager and investment adviser, as the case may be, of the members of BVFX, Partners may be deemed to beneficially own the 12,304,492 Shares beneficially owned in the aggregate by BVF, BVF2, BVLLC, ILL10 and BVFX, representing percentage ownership of approximately 14.98% of the Shares outstanding.  As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the 12,304,492 Shares beneficially owned by Partners, representing percentage ownership of approximately 14.98% of the Shares outstanding.
 
 
11

 
CUSIP NO. 15100E106
 
Mr. Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own the 12,304,492 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 14.98% of the Shares outstanding.
 
(b)           Each of BVF, BVF2, BVLLC, ILL10 and BVFX shares with Partners voting and dispositive power over the Shares each such entity beneficially owns.  Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 12,304,492 Shares they may be deemed to beneficially own with BVF, BVF2, BVLLC, ILL10 and BVFX.
 
Item 5(c) is hereby amended to add the following:
 
(c)           On May 2, 2011, BVFX acquired 10,000 Shares for $7.9089 per Share.  There have been no additional transactions in the securities of the Issuer since the filing of Amendment No. 3 to the Schedule 13D.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On May 4, 2011, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law.  A copy of this agreement is attached hereto as Exhibit 99.2 hereto and is incorporated herein by reference.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibits:
 
 
99.1
Notice of Intention to Object to Proposed Settlement, dated May 2, 2011.
 
 
99.2
Joint Filing Agreement by and among Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., BVF Investments, L.L.C., Investment 10, L.L.C., BVF X LLC, BVF Partners L.P., BVF Inc. and Mark N. Lampert, dated May 4, 2011.
 
 
12

 
CUSIP NO. 15100E106
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  May 4, 2011

BIOTECHNOLOGY VALUE FUND, L.P.
 
INVESTMENT 10, L.L.C.
     
By:
BVF Partners L.P., its general partner
 
By:
BVF Partners L.P., its investment manager
     
By:
BVF Inc., its general partner
 
By:
BVF Inc., its general partner
     
By:
/s/ Mark N. Lampert  
By:
/s/ Mark N. Lampert
 
Mark N. Lampert
   
Mark N. Lampert
 
President
   
President


BIOTECHNOLOGY VALUE FUND II, L.P.
 
BVF X LLC
     
By:
BVF Partners L.P., its general partner
 
By:
Biotechnology Value Fund, L.P., member
     
By:
BVF Inc., its general partner
 
By:
BVF Partners L.P., its general partner
     
By:
/s/ Mark N. Lampert  
By:
BVF Inc., its general partner
 
Mark N. Lampert
     
 
President
 
By:
/s/ Mark N. Lampert
       
Mark N. Lampert
       
President


BVF INVESTMENTS, L.L.C.
 
BVF PARTNERS L.P.
     
By:
BVF Partners L.P., its manager
 
By:
BVF Inc., its general partner
     
By:
BVF Inc., its general partner
 
By:
/s/ Mark N. Lampert
     
Mark N. Lampert
By:
/s/ Mark N. Lampert    
President
 
Mark N. Lampert
     
 
President
     

 
   
BVF INC.
     
/s/ Mark N. Lampert  
By:
/s/ Mark N. Lampert
MARK N. LAMPERT
   
Mark N. Lampert
     
President
 
 
13

 
EX-99.1 2 ex991to13da407422007_050211.htm NOTICE OF OBJECTION ex991to13da407422007_050211.htm
Exhibit 99.1
 
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

NEW ORLEANS EMPLOYEES’
)
 
RETIREMENT SYSTEM, on behalf of
)
 
itself and all other similarly situated
)
 
shareholders of Celera Corporation,
)
 
 
)
 
Plaintiff,
)
 
 
)
 
v.
)
C.A. No. 6304-VCP
 
)
 
RICHARD H. AYERS, JEAN-LUC
)
 
BELINGARD, WILLIAM G. GREEN,
)
 
PETER BARTON HUTT, GAIL K.
)
 
NAUGHTON, KATHY ORDONEZ,
)
 
WAYNE I. ROE, BENNETT M. SHAPIRO,
)
 
CELERA CORPORATION, QUEST
)
 
DIAGNOSTICS INCORPORATED, AND
)
 
SPARK ACQUISITION CORPORATION,
)
 
 
)
 
Defendants.
)
 
 
NOTICE OF INTENTION TO OBJECT TO PROPOSED SETTLEMENT
 
BVF Partners L.P. (“BVF”), by and through its undersigned counsel, hereby provides Notice of its intention to object to the proposed settlement of the above-captioned litigation, as currently reflected in the Memorandum of Understanding dated April 18, 2011, if and when such proposed settlement is reduced to a stipulation or agreement of settlement and presented to the Court for approval.
 
For reasons set forth in the Verified Complaint filed by the New Orleans Employees’ Retirement System (“NORS”), among other reasons, BVF believes that members of the board of directors of Celera Corporation (“Celera”) have committed breaches of their fiduciary duties of care and loyalty in connection with the pending sale of Celera through a two-step tender offer/merger transaction, and that those breaches have been aided and abetted by others, including Quest Diagnostics Inc.  BVF does not view the putative benefits of the proposed settlement to be of meaningful value, and further views the putative benefits of the proposed settlement to be grossly disproportionate to the substantial value of the releases NORS proposes to provide the defendants.
 
 
 

 
 
As reported in its Schedule 13D dated March 23, 2011 (as amended from time-to-time), BVF, together with its affiliates, is the beneficial owner of 12,294,492 shares of Common Stock, par value $0.01 (the “Shares”), of Celera, which constitutes slightly less than fifteen percent (15%) of the Shares outstanding, and which have a current market value in excess of $97 million.  BVF believes that the consideration offered in the tender offer/merger is grossly inadequate, and intends to vigorously pursue its rights to pursue the claims asserted in the Verified Complaint, as well as other claims that BVF is investigating.
 
Accordingly, if and when a proposed settlement is presented to the Court for approval, BVF intends to object to the settlement and will seek, at a bare minimum, the right to opt out of the proposed settlement in order to pursue a direct claim for breach of fiduciary duty.
 
 
YOUNG CONAWAY STARGATT
     & TAYLOR, LLP
   
 
      /s/  Bruce L. Silverstein
 
Bruce L. Silverstein (No. 2495)
Martin S. Lessner (No. 3109)
Richard J. Thomas (No. 5073)
The Brandywine Building
1000 West Street, 17th Floor
P.O. Box 391
Wilmington, DE  19899-0391
(302) 571-6600
Attorneys for BVF Partners L.P.


Dated:  May 2, 2011
 
 
2

EX-99.2 3 ex992to13da407422007_050211.htm JOINT FILING AGREEMENT ex992to13da407422007_050211.htm
Exhibit 99.2
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated May 4, 2011 (including amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Celera Corporation.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  May 4, 2011
 
BIOTECHNOLOGY VALUE FUND, L.P.
 
INVESTMENT 10, L.L.C.
     
By:
BVF Partners L.P., its general partner
 
By:
BVF Partners L.P., its investment manager
     
By:
BVF Inc., its general partner
 
By:
BVF Inc., its general partner
     
By:
/s/ Mark N. Lampert  
By:
/s/ Mark N. Lampert
 
Mark N. Lampert
   
Mark N. Lampert
 
President
   
President


BIOTECHNOLOGY VALUE FUND II, L.P.
 
BVF X LLC
     
By:
BVF Partners L.P., its general partner
 
By:
Biotechnology Value Fund, L.P., member
     
By:
BVF Inc., its general partner
 
By:
BVF Partners L.P., its general partner
     
By:
/s/ Mark N. Lampert  
By:
BVF Inc., its general partner
 
Mark N. Lampert
     
 
President
 
By:
/s/ Mark N. Lampert
       
Mark N. Lampert
       
President


BVF INVESTMENTS, L.L.C.
 
BVF PARTNERS L.P.
     
By:
BVF Partners L.P., its manager
 
By:
BVF Inc., its general partner
     
By:
BVF Inc., its general partner
 
By:
/s/ Mark N. Lampert
     
Mark N. Lampert
By:
/s/ Mark N. Lampert    
President
 
Mark N. Lampert
     
 
President
     

 
   
BVF INC.
     
/s/ Mark N. Lampert  
By:
/s/ Mark N. Lampert
MARK N. LAMPERT
   
Mark N. Lampert
     
President