Gene Logic Inc. signed a definitive agreement to acquire TherImmune Research Corp. for about $52 million, subject to adjustment, in cash and stock.

Robert Burrows, Gene Logic's director of corporate communications, called the purchase a natural progression for the company, a provider of genomics data and related information products.

"At this point, we have established ourselves as a leading provider of that information to more than half of the top-tier pharmaceutical companies in the world," he told BioWorld Today. "We are continuing to look at ways to leverage our investment in that information set, not necessarily for our own use, but to get it into the hands of a far larger swath of the development community - namely all the other companies aside from big-tier pharma."

Enter privately held TherImmune, a drug development contract research organization founded in December 1998 to provide discovery, preclinical and early stage clinical trial services.

Gene Logic provides genomics information and services through its GeneExpress system, which is made of its BioExpress and ToxExpress products. The former is a collection of normal and diseased human samples such as cells and tissue that have been analyzed with microarrays, resulting in genomics and clinical annotation data. The latter is designed to build a database of predictive models.

The acqusition will join Gene Logic's genomic information products and services capabilities, which include a biorepository, predictive toxicogenomics, genomic data production, data management and software systems development, with TherImmune's early development services in toxicology, pharmacology, Phase I and Phase II trial management, bioanalysis, chemistry and pathology.

"We thought, Let's acquire the infrastructure to be able to leverage that information into preclinical and early stage clinical trials through TherImmune,'" Burrows said. "It's the front third, if you will, of the development continuum into which we are carving ourselves as the de facto company for the mainstream development community."

The combined company, which will include TherImmune's employees to create a staff of about 500, will be headquartered in Gaithersburg, Md., where Burrows said both firms currently share the same zip code.

Gene Logic will pay about $31 million in cash and issue to TherImmune shareholders new Gene Logic common shares worth about $21 million, subject to adjustment. The number of shares will be determined based on Gene Logic's closing stock price on the date of closing, expected in the second quarter. Using an average of Gene Logic's closing stock price over the last 10 days, it would issue about 3.1 million new shares - to be accomplished through a private placement to TherImmune's current shareholders. Gene Logic reported about 27 million shares outstanding for the nine-month period ended Sept. 30.

The acquisition, which would dilute Gene Logic's shares by about 10 percent, remains subject to TherImmune shareholder approval, among other issues.

Gene Logic, which said the acquisition would be accretive to its 2003 earnings, will combine both companies' senior management. Specifically, TherImmune President and CEO Stephen Trevisan will join the board and report to Gene Logic Chairman and CEO Mark Gessler.

Gene Logic's stock (NASDAQ:GLGC) fell 12 cents Tuesday to close at $5.38.