Under the terms of the agreement, PerkinElmer will buy theimaging and detection solutions company, which has reach into the life sciencesresearch, diagnostics and environmental markets, for $10.50 per share, or atotal of about $600 million in cash. The deal is expected to close in thefourth quarter of 2011, and Kevin Hrusovsky, Caliper's CEO, plans to joinPerkinElmer's senior leadership team following the close of the transaction.
Robert F. Friel, chairman and CEO of PerkinElmer, says thatthe combined R&D expertise and intellectual property of the companies willaccelerate their ability to bring new innovations to market, adding, "Theacquisition of Caliper Life Sciences brings innovative molecular imaging anddetection technologies to our portfolio, complementing our world-leadingofferings in life science, diagnostics, environmental and food markets."
Reportedly, the combined technology platforms will expandPerkinElmer's portfolio of solutions and services for global customers,including: broader offerings for molecular, cellular, animal and tissue imagingto enable translational medicine research; the addition of a world-leadingmicrofluidics platform for genomics and proteomics applications, for improveddetection and screening through low sample use and efficiency; and high-valuesample preparation technologies for key scientific workflow areas such asnext-generation DNA sequencing.
In addition, PerkinElmer foresees more comprehensivesolutions and services for identification of therapeutic response,biotherapeutics development and biologics QA/QC; platform technology additionsthat will drive expansion into attractive areas such as detection forenvironmental contaminants and food pathogens; and broadened servicescapabilities that will leverage multi-vendor asset management, custom researchand profiling for contaminants and adverse effects.
"Throughout the past eight years, Caliper has assembled anunparalleled suite of disruptive technologies to revolutionize medicine. We areexcited about the merger with PerkinElmer as it enables us to rapidly ramp theadoption of these technologies and accelerate our expansion into moleculardiagnostics and environmental health markets—areas where PerkinElmer hasestablished and growing market positions," Hrusovsky says. "We are confidentthat this merger maximizes value for Caliper's key stakeholders whilestrengthening the company's position as a leading provider of enablingtechnologies for personalized medicine."
He adds that PerkinElmer and Caliper's technologies are "agreat fit" and the resulting combined portfolio promises to be the "premiersuite of tools that create the in vitro to in vivo to human'bridge' for personalized medicine." Hrusovsky predicts synergisticopportunities in several key technologyareas, including small-molecule discovery, biotherapeutics and vaccines, biomarker discovery and companion diagnostics, next-generation sequencing andregenerative medicine.
This deal follows the acquisition of several other companiesby PerkinElmer earlier in the year, but it has a much different character. Forone thing, the Caliper acquisition is the largest of the lot, but also theprevious acquisitions—Geospiza, CambridgeSoft and ArtusLabs—focused onexpansion of PerkinElmer's bioinformatics capabilities.
The total purchase price represents a premium of 42 percentfor Caliper Life Sciences shareholders, relative to the closing price of $7.39on Wednesday, Sept. 7, 2011, the last trading day prior to the announcement ofthe acquisition plans. The acquisition has received the unanimous support ofthe boards of directors of both companies, and the transaction is expected tobe dilutive to PerkinElmer's 2012 GAAP earnings per share by approximately 5cents and accretive to PerkinElmer's 2012 First Call consensus adjustedearnings per share by approximately 8 cents.
The transaction is subject to customary closing conditions,including approval of Caliper Life Sciences stockholders, and the expiration ortermination of the waiting period under the Hart-Scott-Rodino AntitrustImprovements Act.
(Additional details of this story will be provided in the October issue of ddn both in print and online.)