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PerkinElmer to acquire Caliper Life Sciences for approximately $600 million
WALTHAM, Mass.—Looking to enhance its position in molecular imaging and detection for human and environmental health, as well as expand into preclinical, companion diagnostics and other "compelling customer solutions in a broad range of high-growth end markets," PerkinElmer Inc. has announced the signing of a definitive agreement to acquire Hopkinton, Mass.-based Caliper Life Sciences Inc.
Under the terms of the agreement, PerkinElmer will buy the imaging and detection solutions company, which has reach into the life sciences research, diagnostics and environmental markets, for $10.50 per share, or a total of about $600 million in cash. The deal is expected to close in the fourth quarter of 2011, and Kevin Hrusovsky, Caliper's CEO, plans to join PerkinElmer's senior leadership team following the close of the transaction.
Robert F. Friel, chairman and CEO of PerkinElmer, says that the combined R&D expertise and intellectual property of the companies will accelerate their ability to bring new innovations to market, adding, "The acquisition of Caliper Life Sciences brings innovative molecular imaging and detection technologies to our portfolio, complementing our world-leading offerings in life science, diagnostics, environmental and food markets."
Reportedly, the combined technology platforms will expand PerkinElmer's portfolio of solutions and services for global customers, including: broader offerings for molecular, cellular, animal and tissue imaging to enable translational medicine research; the addition of a world-leading microfluidics platform for genomics and proteomics applications, for improved detection and screening through low sample use and efficiency; and high-value sample preparation technologies for key scientific workflow areas such as next-generation DNA sequencing.
In addition, PerkinElmer foresees more comprehensive solutions and services for identification of therapeutic response, biotherapeutics development and biologics QA/QC; platform technology additions that will drive expansion into attractive areas such as detection for environmental contaminants and food pathogens; and broadened services capabilities that will leverage multi-vendor asset management, custom research and profiling for contaminants and adverse effects.
"Throughout the past eight years, Caliper has assembled an unparalleled suite of disruptive technologies to revolutionize medicine. We are excited about the merger with PerkinElmer as it enables us to rapidly ramp the adoption of these technologies and accelerate our expansion into molecular diagnostics and environmental health markets—areas where PerkinElmer has established and growing market positions," Hrusovsky says. "We are confident that this merger maximizes value for Caliper's key stakeholders while strengthening the company's position as a leading provider of enabling technologies for personalized medicine."
He adds that PerkinElmer and Caliper's technologies are "a great fit" and the resulting combined portfolio promises to be the "premier suite of tools that create the in vitro to in vivo to human 'bridge' for personalized medicine." Hrusovsky predicts synergistic opportunities in several key technology areas, including small-molecule discovery, biotherapeutics and vaccines, biomarker discovery and companion diagnostics, next-generation sequencing and regenerative medicine.
This deal follows the acquisition of several other companies by PerkinElmer earlier in the year, but it has a much different character. For one thing, the Caliper acquisition is the largest of the lot, but also the previous acquisitions—Geospiza, CambridgeSoft and ArtusLabs—focused on expansion of PerkinElmer's bioinformatics capabilities.
The total purchase price represents a premium of 42 percent for Caliper Life Sciences shareholders, relative to the closing price of $7.39 on Wednesday, Sept. 7, 2011, the last trading day prior to the announcement of the acquisition plans. The acquisition has received the unanimous support of the boards of directors of both companies, and the transaction is expected to be dilutive to PerkinElmer's 2012 GAAP earnings per share by approximately 5 cents and accretive to PerkinElmer's 2012 First Call consensus adjusted earnings per share by approximately 8 cents.
The transaction is subject to customary closing conditions, including approval of Caliper Life Sciences stockholders, and the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
(Additional details of this story will be provided in the October issue of ddn both in print and online.)