STORY UPDATE
CARLSBAD, Calif.—December 1, 2006—With a final price tag of $25.9 million, or $3.37 per share, Invitrogen closed the acquisition of Sentigen Holding. The discovery tool specialist expects to make the new company part of its Discovery Sciences division in Madison, Wis. Invitrogen does not expect the acquisition to have material impact on its 2006 fiscal year financials.
PHILLIPSBURG, N.J.—November 14, 2006—Sentigen Holding Corp. announced that more than 50 percent of its stockholders approved its merger plans with Invitrogen, suggesting that the deal should be completed within the next several weeks. Prior to closing, the company expects to distribute shares of its new spin-off SentiSearch, a company that will leverage olfaction IP previously owned by Sentigen.
CARLSBAD, Calif.—Invitrogen Corp. announced early last month that it entered into a definitive merger agreement with Sentigen Holding Corp. under which Invitrogen would acquire Sentigen for $3.37 per share, or a total purchase price of $25.9 million for all outstanding shares of the company. While the purchase price represented a premium of more than 20 percent over Sentigen's prior per-share value, it was well worth the small premium to Invitrogen as it picked up a product line and a technology that could immediately pay dividends in the market.
Specifically, Invitrogen acquires Sentigen's Tango assay technology, a universal assay system for GPCR targets, which also has the ability to measure protein-protein interactions in living cells. In addition, Invitrogen obtains a cell division arrest technology currently sold under Sentigen's Assay Ready Cells brand.
"What Tango does for us is a logical next step in terms of broadening across targets classes," says Nick Ecos, VP and GM of Invitrogen's Discovery Sciences Business, located in Madison, Wisc. "GPCRs are a long studied target class and there is a lot of competition in that area. Instead of building it out right away, we built our business in the other classes. With Sentigen we gain a strong product, a wedge into the GPCR area."
But Ecos says Tango is more than just a me-too GPCR screening tool. Tested by Invitrogen, Tango also allows researchers quantitative analysis of orphans as well as the sensitivity to more clearly allow pathway analysis where previously it was unclear which proteins were endogenous and which ones were background.
"We have found that it will enable researchers to find GPCR targets that they can't find today," Ecos notes. "We believe there is no competing technology in this area."
For the folks at Sentigen, finding the right acquirer was important in terms of finding a company that had the technical expertise to continue to build upon and improve its technology, as well as a partner with related products and a well-developed distribution network.
"Invitrogen has a very powerful tool box and the Drug Discovery Group in Madison is continuing to build out their business model with related products," says Thomas Livelli, president and CEO of Sentigen. "They have a balance of products and services which is similar to Sentigen."
Also key to the acquisition is Sentigen's division arrest technology. Using this, Invitrogen plans to address the growing demand from scientists conducting cell-based assays who need to eliminate distortions and variations in their assays by controlling, or in this case stopping, the cell division process.
Sentigen's Assay Ready Cells technology was applied on a custom basis for Sentigen's customers for cells researchers specified. Invitrogen plans to use this same technology to provide ready-to-use consumable products in a variety of target classes based on its existing, extensive collection of live cell lines.
