* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
On April 4, 2007, Roche Holding Ltd ("Roche"), one of its wholly-owned subsidiaries ("Merger Sub") and BioVeris Corporation
("BioVeris") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will merge
into BioVeris (the "Merger"), with BioVeris becoming a wholly-owned subsidiary of Roche. |
(2) |
In connection with the execution of the Merger Agreement, on April 4, 2007, Roche entered into an agreement (the
"Shareholders Agreement") with Samuel J. Wohlstadter and Nadine Wohlstadter (the "Shareholders"), pursuant to which the
Shareholders agreed to vote all of the shares of Common Stock and Series B Preferred Stock beneficially owned by them in
favor of the Merger. The Shareholders beneficially own 5,795,914 shares of Common Stock (including 332,000 shares subject to
outstanding options), which represents 21% of the outstanding Common Stock, and all 1000 shares of Series B Preferred Stock
outstanding. |
(3) |
Although Roche may, by virtue of the Shareholders Agreement, be deemed a beneficial owner pursuant to Section 13(d) of the
Securities Exchange Act of 1934 (the "Act") of the shares beneficially owned by the Shareholders, Roche has no
interest in such shares. Pursuant to Rule 16a-1(a)(4) under the Act, Roche hereby states that this Initial Statement of
Beneficial Ownership of Securities on Form 3 shall not be deemed an admission that Roche is, for the purposes of Section 16
of the Act or otherwise, the beneficial owner of any equity securities of BioVeris and such beneficial ownership is
expressly disclaimed. For additional information regarding the Merger Agreement and the Stockholders Agreement, please see
the Schedule 13D filed by Roche with the Securities and Exchange Commission on April 13, 2007. |