Quidel Announces Definitive Agreement to Acquire Alere Triage® Assets
July 17 2017 - 6:00AM
Business Wire
Combination creates an expanded, less seasonal
portfolio of rapid diagnostic capabilities in critical care
settings
Transaction Highlights:
- Acquiring the assets of the
Triage® MeterPro cardiovascular and toxicology
business, and the Triage BNP business from Alere Inc.
- Diversifies Quidel’s overall
business by seasonality, geography, while strengthening its
position in the point-of-care (“POC”) market
- Triage® MeterPro
installed base of cardiovascular and toxicology instruments is
complementary to Quidel’s Sofia® installed base of
instruments, providing a beachhead into new, fast growing areas of
POC testing
- Accretive transactions extend
Quidel’s market leadership and position it for future
growth
Quidel Corporation (NASDAQ: QDEL) (“Quidel”), a provider
of rapid diagnostic testing solutions, cellular-based virology
assays and molecular diagnostic systems, announced today that it
has entered into definitive agreements to acquire the
Triage® MeterPro cardiovascular (CV) and toxicology assets
(“Triage business”) and the B-type Naturietic Peptide (BNP) assay
business run on Beckman Coulter analyzers (“BNP business”) from
Alere Inc. These products are being divested in order to obtain
antitrust approvals required for Abbott’s pending acquisition of
Alere. The sale transactions are subject to the completion of
Abbott’s acquisition of Alere, as well as antitrust approvals and
other customary closing conditions.
Quidel will distribute the Triage® MeterPro products and
BNP assays through a combination of direct sales force and
distributors. Triage® MeterPro revenues were $146 million in
2016, while estimated revenues for the BNP business as structured
under the transaction were $51 million for the same period. Total
actual and estimated revenues for the acquired businesses in 2016
were $197 million. The transactions will be funded through a
combination of cash on hand and committed financing. Quidel expects
the transactions to close by September 30, 2017.
“We’ve been looking at acquisition opportunities in high-growth
segments of the POC diagnostics market, such as cardiovascular, for
several years, and believe that this strategic acquisition extends
Quidel’s market leadership, adding an extensive cardiovascular and
toxicology POC offering to our innovative medical diagnostics
portfolio. The Triage acquisition significantly stabilizes our
quarterly revenue profile and enhances our geographic and product
diversity, with substantial expansion opportunities in new markets.
Further, while the installed base of
Triage® MeterPro instruments in the U.S. nicely
complements the installed base of our Sofia and Solana platforms in
the hospital segment, there will be new call points that
our U.S. commercial organization can leverage as well. And
internationally, the Triage® MeterPro system gives us access
to the rapidly evolving cardiac biomarker segment, one of the
faster growing segments in the IVD market,” stated Douglas
Bryant, president and chief executive officer of Quidel
Corporation. “We believe there are substantial benefits to be
realized as we bring these strong organizations together, further
establishing Quidel’s platform for growth and shareholder value
creation opportunities.”
Summary Terms of Agreement and Financing
Quidel will acquire the Triage business, including real estate
for the San Diego Triage facilities, and the BNP business for a
total consideration of $400 million plus $40 million in contingent
consideration.
To support the acquisitions, the transactions are to be financed
with cash plus committed financing from Bank of America Merrill
Lynch and J.P. Morgan Chase Bank.
The transaction is subject to customary and other terms and
conditions set forth in the acquisition agreement, which Quidel
will file shortly with the SEC on Form 8-K.
Advisors
Perella Weinberg Partners LP acted as exclusive financial
advisor to Quidel in this transaction. Gibson, Dunn & Crutcher
LLP acted as legal advisor.
Conference Call
Quidel will host a conference call beginning at 7:30 AM EDT /
4:30 AM PDT on July 17, 2017. The conference call may be accessed
by dialing (877) 930-5791 from the U.S. or (253) 336-7286 if
dialing internationally, and using the required pass code
5641-3525. The live conference call can also be accessed by logging
into the company’s investor relations website at
http://ir.quidel.com/. Interested parties are invited to listen to
the webcast. In addition, a presentation will be posted on Quidel’s
website and referred to during the conference call. A replay of the
webcast will be available on the company’s website immediately
following the conclusion of the call by dialing (855) 859-2056 from
the U.S., or by dialing (404) 537-3406 for international callers,
and entering pass code 5641-3525.
About Quidel Corporation
Quidel Corporation serves to enhance the health and well-being
of people around the globe through the development of diagnostic
solutions that can lead to improved patient outcomes and provide
economic benefits to the healthcare system. Marketed under the
Sofia®, QuickVue®, D3® Direct Detection, Thyretain® and
InflammaDry® leading brand names, as well as under the new Solana®,
AmpliVue® and Lyra® molecular diagnostic brands, Quidel’s products
aid in the detection and diagnosis of many critical diseases and
conditions, including, among others, influenza, respiratory
syncytial virus, Strep A, herpes, pregnancy, thyroid disease and
fecal occult blood. Quidel’s research and development engine is
also developing a continuum of diagnostic solutions from advanced
lateral-flow and direct fluorescent antibody to molecular
diagnostic tests to further improve the quality of healthcare in
physicians’ offices and hospital and reference laboratories. For
more information about Quidel’s comprehensive product portfolio,
visit quidel.com.
Forward-Looking Statements
This press release contains certain forward-looking statements.
These matters are subject to risks and uncertainties that could
cause actual results to differ materially from those projected,
anticipated or implied. These risks and uncertainties include: the
ability to successfully consummate the transactions contemplated by
the Triage Purchase Agreement and the BNP Purchase Agreement on a
timely basis, if at all, including receipt of required regulatory
approvals; the satisfaction of the closing conditions of the
transactions (including consummation of the Abbott/Seller merger);
the conditions of the credit markets and the Company’s ability to
fund the transactions on acceptable terms; the risk that
disruptions will occur from the transactions that will harm the
Company’s business, the Triage Business or the BNP Business; if the
transactions are consummated, the Company’s ability to retain the
distributors, suppliers, customers and employees of the Triage
Business and the BNP Business; and the Company’s ability to
successfully integrate the acquired businesses into the Company’s
operations, and the ability to achieve the expected synergies.
Forward-looking statements are based on management’s expectations
as well as estimates and assumptions prepared by management that,
although they believe to be reasonable, are inherently uncertain.
The Company is subject to additional risks and uncertainties
described in the Company’s annual report on Form 10-K and
subsequent quarterly reports on Form 10-Q. You are cautioned not to
place undue reliance on these forward-looking statements, which
reflect management’s analysis and expectations only as of the date
of this Form 8-K. We undertake no obligation to publicly release
the results of any revision or update of the forward-looking
statements, except as required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20170717005315/en/
Quidel CorporationRandy StewardChief Financial Officer(858)
552-7931orRuben Argueta(858) 646-8023rargueta@quidel.com
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