PerkinElmer challenges MDS Analytical Technologies sale

TORONTO—PerkinElmer Inc. has filed a Notice of Applicationdisputing joint venture partner MDS Inc.'s agreement to sell its MDS AnalyticalTechnologies unit to Danaher Corp., MDS announced Dec. 11.

According to MDS, PerkinElmer Inc. has not consented to thetransaction, which was announced Sept. 2. Per the agreement, Danaher, aninstrument manufacturer based in Washington, D.C., was set to buy MDS' massspectrometry business for $650 million in cash.

PerkinElmer and MDS have been co-developing and selling inductivelycoupled plasma mass spectrometers, a product line that represents less than 10percent of annual revenue generated by the MDS Analytical Technologiesbusiness, MDS said in a news release. In the sale agreement, MDS and Danaheragreed that if PerkinElmer's consent was not obtained, MDS would retain itsinterest in the joint venture and other related assets, and arrangements wouldbe established to facilitate the continued fulfillment of MDS' joint ventureobligations.

PerkinElmer's notice, filed with the Ontario Superior Courtof Justice, seeks a range of alternative possible remedies, including courtdirection with respect to the development of protocols to enforce keyprovisions of the joint venture agreement, an injunction preventing enforcementof provisions of the MDS Analytical Technologies/Danaher sale agreement, or aninterim and permanent injunction preventing the completion of the sale.

In a statement released to the media, MDS said it believesit has a strong position and intends to defend PerkinElmer's claim. AlthoughMDS said it believes the transaction will be completed in the first quarter of2010, it faces an additional challenge, as U.S. officials are also requestinginformation on a global market segment that MDS and Danaher estimate generatesless than $50 million in annual revenues for all sellers combined.

Both companies declined to comment beyond the statement MDSissued to the media.