In re PE Corp. Securities Litigation

228 F.R.D. 102, 2005 U.S. Dist. LEXIS 5083, 2005 WL 737517
CourtDistrict Court, D. Connecticut
DecidedMarch 31, 2005
DocketNo. 3:00 CV 705(CFD)
StatusPublished
Cited by4 cases

This text of 228 F.R.D. 102 (In re PE Corp. Securities Litigation) is published on Counsel Stack Legal Research, covering District Court, D. Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re PE Corp. Securities Litigation, 228 F.R.D. 102, 2005 U.S. Dist. LEXIS 5083, 2005 WL 737517 (D. Conn. 2005).

Opinion

RULING ON CLASS CERTIFICATION

DRONEY, District Judge.

Pending is a motion for class certification pursuant to Fed.R.Civ.P. 23 filed by the lead plaintiffs, David Berlin and Yinh Voung (collectively “plaintiffs”). The motion seeks certification of a class consisting of all persons who purchased PE Corporation Celera Genomics Group (“Celera”) common stock issued in a secondary public offering conducted by PE Corporation (“PE”) on February 29, 2000, and who were damaged thereby. For the following reasons, the motion is GRANTED.

I. Background1

A) Genomic Science

PE is a Delaware corporation which conducts its business through its subsidiaries, Celera and PE Biosystems. Celera generates, sells and supports genomic information and related information management and analysis software.2 It also discovers, validates and licenses proprietary gene products, genetic markets and information concerning genetic variability. Celera bills itself as a “recognized leader in the generation, sale and support of genomic information and enabling data management and analysis software.” Scientists believe that genes play a role in the progression or regression of diseases. Thus, in theory, once scientists have fully sequenced the human genome and have discovered which genes play a role in specific diseases, pharmaceutical companies will be able to use the genetic information to develop better and more effective drugs to treat disease. Celera has represented that it believes that “the healthcare and life sciences industry will rely on SNP analysis [a process for measuring the association of a genotype and a disease] to improve the efficacy and safety of pharmaceuticals and the development of more reliable tests for disease with known genetic traits.”

B) Human Genome

Celera reportedly began sequencing the human genome in September 1999, after it completed sequencing the genome of Drosophila (the fruit fly). Celera publicly announced in January 2000 that it had compiled ninety percent of the human genome. Other companies, both private and public, have been working to sequence the human genome as well. The most significant undertaking is being made by the Human Genome Project (“the Project”), a worldwide coordinated effort sponsored by governments and nonprofit organizations in the United States, England, Japan and France, among others. In the United States, the majority of the public funding for the Project is provided through the National Institutes of Health (“the NIH”).

Following Celera’s public announcement in January 2000 that it had mapped ninety percent of the human genome, NIH announced that it had reallocated funding in order to further accelerate the Project’s sequencing effort and to attempt to achieve a “working draft” of the genome by Spring 2000. Thus, Celera was in a “race” with the Project to complete the map of the human genome. The outcome was significant to Celera because the Project intended to make its findings publicly available, while Celera intended to license its findings to customers on a commercial basis. Specifically, Celera has publicly stated that its business strategy is to sequence the human genome and then “use the genomic information derived from its genomic sequencing program as a platform upon which to develop an integrated informa[105]*105tion and discovery system” that it can license to pharmaceutical companies who are developing new drugs. Celera has further stated that its primary source of revenue will come from selling access to its information through subscriptions, collaborative services and licensing its intellectual property. In sum, Celera’s commercial success would, in large part, be directly affected by its ability to obtain patent protection on genes, polymorphisms and proteins it discovered.

C) Celera Common Stock

A secondary public offering of Celera common stock occurred on February 29, 2000. The price of Celera common stock rose sharply in the months preceding the secondary public offering. On September 14, 1999, Celera common stock traded for $17.88 per share. By February 28, 2000, following Celera’s public announcement in January that it had mapped ninety percent of the human genome, its stock traded for $239.00 per share-an increase of 1300%. On February 29, 2000, PE filed with the SEC a final Form S-3 Registration Statement (“the registration statement”) for the secondary public offering. On that same day, the prospectus for that offering became effective, and PE sold, through its underwriters, 3.8 million shares of Celera common stock at a price of $225.00 per share. In addition, PE purchased 570,-000 shares of Celera common stock from the underwriters through an over-allotment option. The gross proceeds from the secondary offering, including the exercise of the over-allotment option, were approximately $944 million.

D) Loss of Value

The complaint further alleges that during the period preceding the secondary offering, when Celera and the Project appeared to be in competition to finish mapping the human genome, Celera and the Project were engaged in discussions to combine their efforts in order to finish the human genome project more quickly. Those discussions ultimately broke off because the parties were unable to come to an agreement concerning Celera’s demands that it have exclusive rights to the human genome map for an extended period of time. The discussion between Celera and the Project were not widely known by the public and were never referenced in Celera’s public filings or press releases, nor were they disclosed in the prospectus for the secondary offering of Celera’s common stock. More specifically, the complaint alleges that a story appearing in the Los Angeles Times on March 6, 2000, first revealed that Celera and the Project had been in ongoing discussion concerning their proposed collaboration, and had met on December 29, 1999, at Dulles International Airport near Washington, D.C. Following the publication of the story in the Times, the price of Celera common stock declined from $247.00 per share, on March 6, 2000, to $189.00 per share on March 13, 2000.

The complaint also alleges that on March 14, 2000, President Clinton and Prime Minister Blair of the United Kingdom issued a major, joint statement in which they reiterated the position of their respective governments that all information about gene sequencing and the human genome project should be publicly available. This announcement made it clear that the power of the U.S. and U.K. governments would be brought to bear to oppose any efforts to obtain exclusive rights to the sequencing of the human genome for any protracted period of time and to obtain patent and copyright protection of information obtained from the sequencing. After this announcement, the price of Celera common stock further declined from $189 per share to approximately $119-almost fifty percent less than it was sold for in the secondary offering fourteen days earlier. This decline continued over the next several months, and, on August 17, 2001, Celera common stock closed at $26.21.

II. Procedural History

In 2000, four cases were filed in the United States District Court for the District of Connecticut alleging that the defendants had violated federal securities laws in connection with the sale of Celera common stock through the secondary offering.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
228 F.R.D. 102, 2005 U.S. Dist. LEXIS 5083, 2005 WL 737517, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-pe-corp-securities-litigation-ctd-2005.