WALTHAM, Mass.—Thermo Fisher Scientific Inc. has announcedthe signing of a definitive agreement under which it will acquire One Lambda, acompany specializing in transplant diagnostics, for $925 million in cash,subject to a post-closing adjustment. The price includes the cost of athree-year retention program set in place by One Lambda for the sake of keyemployees, amounts payable to specific shareholders for non-competitionagreements and a one-year earn-out provision dependent on the achievement of certainfinancial targets. Once the acquisition closes, One Lambda will become part ofThermo Fisher's Specialty Diagnostics Segment.
"We are excited about the opportunities ahead as we joinThermo Fisher's specialty diagnostics business," George M. Ayoub, co-founder,president and CEO of One Lambda, said in a press release. "I believe that,together, we will increase the use of human leukocyte antigen (HLA) typing andantibody detection to accelerate growth and improve the success rate oftransplantation. Importantly, we will continue to fulfill our mission, which isto improve the quality of life for transplant patients and their families."
One Lambda develops diagnostic tests for HLA typing as wellas antibody detection pre- and post-transplant, and its tests are used fortissue typing, both to determine donor and recipient compatibility and todetect antibodies that might lead to transplant rejection. The company postedrevenue of $182 million in 2011.
"One Lambda is an exciting addition to our specialtydiagnostics portfolio," Marc N. Casper, president and CEO of Thermo Fisher,said in a press release. "The One Lambda team has pioneered market-leadingtests that are widely used across the transplant-testing workflow to improvepatient outcomes. With its strong technology platform, high margin profile andgood growth prospects, the business is perfectly aligned with our specialty in-vitro diagnostics strategy. One Lambda gives us access tothe attractive transplant diagnostics market and complements our existingimmunosuppressant monitoring assays. It also offers the opportunity to leverageour global commercial infrastructure to serve growing transplant needs inemerging markets."
Casper added that Thermo Fisher expects One Lambda to yield"a strong return on invested capital." The transaction is expected to close inthe fourth quarter of this year, and Thermo Fisher expects it to be immediatelyaccretive, adding $0.09 to $0.11 to its 2012 adjusted earnings per share. Thecompany also expects revenue and cost synergies as a result for a totaladjusted operating income benefit of approximately $15 million in 2015.
In addition to the acquisition of One Lambda, Thermo Fisheralso announced that its board of directors has authorized the repurchase of$500 million of share of its own stock, an authorization that will remain ineffect through Dec. 31, 2012.
Thermo Fisher brought on J.P. Morgan Securities LLC as itsfinancial advisor for the acquisition, and Wilmer Cutler Pickering Hale andDorr LLP as its legal counsel. Perella Weinberg Partners acted as financialadvisor for One Lambda for the transaction, with Sheppard, Mullin, Richter& Hampton LLP serving as its legal counsel.
SOURCE: Thermo Fisher press release