-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DzyfsrucXNQQVcAU/gGABT45JY5yxp5lWKiZS9JBL0Q2gYoeN0J/E8K9JB+m6u8K SzPQwMiba3Ysc9GNnq4Hlw== 0000898430-03-000290.txt : 20030129 0000898430-03-000290.hdr.sgml : 20030129 20030129155811 ACCESSION NUMBER: 0000898430-03-000290 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030129 EFFECTIVENESS DATE: 20030129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIVERSA CORP CENTRAL INDEX KEY: 0001049210 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 223297375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29173 FILM NUMBER: 03530019 BUSINESS ADDRESS: STREET 1: 4955 DIRECTORS PLACE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-526-5000 MAIL ADDRESS: STREET 1: 4955 DIRECTORS PLACE CITY: SAN DIEGO STATE: CA ZIP: 92121 DEFA14A 1 ddefa14a.htm NEWS RELEASE DATED JANUARY 29,2003 News Release dated January 29,2003
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
 
Filed by the Registrant  x
 
Filed by a Party other than the Registrant  ¨ 
 
Check the appropriate box:
 
¨
   
Preliminary Proxy Statement
   
¨
   
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨
   
Definitive Proxy Statement
      
x
   
Definitive Additional Materials
      
¨
   
Soliciting Material under Rule 14a-12
      
 
DIVERSA CORPORATION
(Name of Registrant as Specified in Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
x 
 
No fee required.
 
¨ 
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
(1) 
 
Title of each class of securities to which transaction applies:
 
 
(2) 
 
Aggregate number of securities to which transaction applies:
 
 
(3) 
 
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
(4) 
 
Proposed maximum aggregate value of transaction:
 
 
(5) 
 
Total fee paid:
 
 
¨ 
 
Fee paid previously with preliminary materials.
 
¨ 
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
(6) 
 
Amount Previously Paid:
 
 
(7) 
 
Form, Schedule or Registration Statement No.:
 
 
(8) 
 
Filing Party:
 
 
(9) 
 
Date Filed:
 

 
Filed by Diversa Corporation pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, as amended.
 
NEWS RELEASE
 
Diversa Corporation to Announce Fourth Quarter and Full-Year
Financial Results and Provide Guidance
 
Webcast of Conference Call Scheduled for Tuesday, February 4, 2003 at 1:00 p.m. EST
 
SAN DIEGO – January 29, 2003 – Diversa Corporation (Nasdaq: DVSA) today announced that it will release fourth quarter 2002 and full-year financial results on February 3, 2003 after market close. Diversa will host a conference call with live Internet broadcast on Tuesday, February 4, 2003, at 1:00 p.m. EST. The call will provide a review of 2002 accomplishments, a preview of 2003, and financial guidance.
 
The conference call is being webcast by CCBN and can be accessed at Diversa’s web site at http://www.diversa.com/webcast. Individual investors can listen to the call through CCBN’s individual investor center at www.companyboardroom.com. The call will be archived and available for rebroadcast until February 18, 2003 by logging onto either of these Internet addresses.
 
About Diversa
 
Diversa Corporation is a leader in applying proprietary genomic technologies for the rapid discovery and optimization of novel products from genes and gene pathways. Diversa is directing its integrated portfolio of technologies to the discovery, evolution, and production of commercially valuable molecules with pharmaceutical applications, such as optimized monoclonal antibodies and orally active drugs, as well as enzymes and small molecules with agricultural, chemical, and industrial applications. Diversa has formed significant joint ventures with The Dow Chemical Company (named Innovase LLC) and with Syngenta Seeds AG (named Zymetrics, Inc.) focused on near-term commercialization of products for the industrial and agricultural markets, respectively. In addition, Diversa has formed alliances with market leaders, such as Celera Genomics, The Dow Chemical Company, DuPont Bio-Based Materials, GlaxoSmithKline plc, Invitrogen Corporation, and Syngenta Biotechnology, Inc. Additional information is available at Diversa’s website: www.diversa.com. In addition, Diversa recently announced that it had entered into a series of agreements with Syngenta Participations AG pursuant to which it and Syngenta will, among other actions, form a broad collaboration to establish a shared biotechnology research platform and to discover products. Consummation of Diversa’s proposed transactions with Syngenta is subject to the approval of Diversa stockholders, among other conditions. The press release announcing Diversa’s agreements with Syngenta has been filed as an exhibit to a Current Report on Form 8-K that Diversa filed with the Securities and Exchange Commission, or SEC, on December 4, 2002.
 
Where You Can Find Additional Information About Diversa’s Proposed Transactions With Syngenta
 
Diversa has filed a definitive proxy statement concerning its proposed transactions with Syngenta with the SEC. Investors and security holders are advised to read the definitive proxy statement related to the proposed transactions, because it contains important information related to the transactions. Investors and security holders may obtain a free copy of the definitive proxy statement and other documents filed by Diversa with the SEC at the SEC’s website at http://www.sec.gov. The definitive proxy statement and any other documents filed by Diversa with the SEC may also be obtained free of charge from Diversa by directing such request to Diversa Corporation, 4955 Directors Place, San Diego, CA 92121, Attn: Investor Relations, or by calling Diversa at (858) 526-5000 or e-mailing Diversa at information@diversa.com.
 
Information Concerning Participation In Diversa’s Proxy Solicitation
 
Diversa and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Diversa with respect to Diversa’s proposed transactions with Syngenta. Information regarding such executive officers and directors is included in Diversa’s Proxy Statement for its 2002 Annual Meeting of Stockholders filed with the SEC on April 2, 2002. This document is available free of charge at the SEC’s website at http://www.sec.gov. Investors and security holders may obtain additional information about the interests of the

 
executive officers and directors of Diversa in Diversa’s proposed transactions with Syngenta by reviewing the definitive proxy statement related to those transactions that has been filed with the SEC.
 
Forward-Looking Statements
 
Statements in this press release that are not strictly historical are “forward-looking” and involve a high degree of risk and uncertainty. These include statements related to Diversa’s and Syngenta’s consummation of the proposed transactions between them, and generally the ability of Diversa and Syngenta to realize the expected benefits of the collaboration and the proposed transactions between them, including by discovering products, all of which are prospective. Such statements are only predictions, and the actual events or results may differ materially from those projected in such forward-looking statements. Factors that could cause or contribute to differences include, but are not limited to, risks involved with Diversa’s new and uncertain technologies and Diversa’s ability to commercialize products using these technologies, risks associated with Diversa’s dependence on patents and proprietary rights, risks associated with Diversa’s protection and enforcement of its patents and proprietary rights, Diversa’s dependence on existing collaborations, the development and availability of competitive products or technologies, Diversa or Syngenta failing to satisfy the closing conditions for the proposed transactions between them, and the risks described above but with respect to Syngenta’s technologies and intellectual property as well as Diversa’s and their impact on the ability of the proposed collaboration between Diversa and Syngenta to achieve its proposed benefits. Certain of these factors and others are more fully described in Diversa’s filings with the SEC, including, but not limited to, Diversa’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002. These forward-looking statements speak only as of the date hereof. Diversa expressly disclaims any intent or obligation to update these forward-looking statements.
 
Contact:
Hillary Theakston, Investor Relations
(858) 526-5121
htheakston@diversa.com
(608) 274-6046

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