* |
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
"Stockholders Agreement") with Samuel J. Wohlstadter and Nadine Wohlstadter (the "Stockholders"), pursuant to which the
Stockholders 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 Stockholder Agreement incorrectly stated the amount of shares of Common Stock beneficially owned by
the Stockholders to be 5,795,914 (including 332,000 shares subject to outstanding options). In fact, the Stockholders
beneficially own 5,597,437 shares of Common Stock (including 332,000 shares subject to outstanding options which amount
includes vested and unvested options), which represents 19.3% of the outstanding Common Stock (excluding underlying
options), and all 1,000 shares of Series B Preferred Stock outstanding. |
(3) |
To correct this error, Roche and the Stockholders entered into an Amended and Restated Stockholders Agreement, dated as of
May 2, 2007 (the "Amended and Restated Stockholders Agreement"). |
(4) |
Although Roche may, by virtue of the Amended and Restated Stockholders 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 Stockholders, Roche
has no "pecuniary" 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, the Stockholders
Agreement and the Amended and Restated Stockholders Agreement, please see the Schedules 13D filed by Roche with the
Securities and Exchange Commission on April 12, 2007 and on May 10, 2007. |