Quidel Announces Revised Agreement for Its Pending Acquisition of Alere’s B-type Naturietic Peptide (BNP) Assay Bus. Run on...
September 18 2017 - 7:00AM
Business Wire
Revised agreement reflects Quidel’s direct
commercial responsibility for all Beckman Coulter BNP sales
globally, while the business arrangement for the pending
acquisition of Alere’s Triage® MeterPro assets is substantially
unchanged
Transaction Highlights:
- Parties entered into amended and
restated agreements for Quidel’s acquisition of both businesses.
Business arrangement of previously announced transaction to
purchase the Triage® MeterPro cardiovascular and
toxicology assets from Alere Inc. remains substantially
unchanged.
- Revised BNP acquisition agreement
provides Quidel direct commercial responsibility after the purchase
for all sales globally of Alere’s BNP assay business run on Beckman
Coulter analyzers.
- The total cash consideration for
both businesses will now be up to $680 million, comprised of the
previously announced $400 million purchase price for the Triage
business, $40 million in contingent consideration and $240 million
in deferred consideration for the BNP business.
- Accretive transactions designed to
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 a revised
definitive agreement with Alere Inc. for its pending acquisition of
Alere’s BNP assay business run on Beckman Coulter analyzers (“BNP
business”) under which post-acquisition Quidel will undertake
direct commercial responsibility for all such BNP sales globally,
while the pending acquisition of Alere’s Triage® MeterPro
cardiovascular (CV) and toxicology assets (“Triage business”)
remains substantially unchanged. These businesses are being
divested by Alere pending antitrust approvals required for Abbott’s
pending acquisition of Alere. The acquisitions by Quidel are
subject to the completion of Abbott’s acquisition of Alere, as well
as regulatory approvals and other customary closing conditions.
Estimated trailing twelve-month revenues through June 2017 for
the BNP business under the revised deal terms were $107 million.
Total actual revenues for all of the acquired businesses in 2016
was $245 million compared to $197 million under the previously
structured transactions.
The transactions will be funded through a combination of cash on
hand and committed financing. Quidel now expects the transactions
to close within 30 days after Abbott’s close of the Alere
acquisition, which is expected to occur by September 30, 2017.
“Through the updated acquisition agreements, we will undertake
direct commercial responsibility for the BNP assay business
globally, representing an enhanced revenue and EBITDA contribution
opportunity post-close. We believe that we are on track to close
the acquisition of the Triage and BNP businesses within 30 days of
Abbott’s close of the Alere acquisition,” 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 businesses together, further
establishing Quidel’s platform for growth and shareholder value
creation opportunities.”
Summary Terms of Acquisition Agreements and Financing
Quidel will acquire the Triage business, including real estate
for the San Diego Triage facilities, and the global BNP business
for a total consideration of up to $680 million, comprised of the
previously announced $400 million purchase price for the Triage
business, $40 million in contingent consideration for the EEA BNP
business, and $240 million in deferred consideration for the
rest-of-world BNP business.
The company expects to finance the acquisitions with cash plus
committed financing from Bank of America Merrill Lynch and J.P.
Morgan Chase Bank.
The transactions are subject to other terms and conditions set
forth in the acquisition agreements, 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 these transactions. Gibson, Dunn &
Crutcher LLP acted as legal advisor.
Conference Call
Quidel will host a conference call beginning at 9:00 AM EDT /
6:00 AM PDT on September 18, 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
87610475. 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 or by dialing (855) 859-2056
from the U.S. or (404) 537-3406 for international callers, and
entering pass code 87610475.
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 amended and restated Triage Purchase Agreement and the amended
and restated BNP Purchase Agreement on a timely basis, if at all,
including the satisfaction of the closing conditions of the
transactions (including consummation of Abbott’s acquisition of
Alere); the ability to receive all regulatory approvals for the
transactions contemplated by the amended and restated Triage
Purchase Agreement and the amended and restated BNP Purchase
Agreement on a timely basis, if at all, including receipt of all
consents of the Federal Trade Commission required for the
consummation of the transactions contemplated by the amended and
restated BNP Agreement within twenty-five days after the
consummation of Abbott’s acquisition of Alere; the ability to
satisfy the conditions of and obtain financing to complete the
acquisition contemplated by the amended and restated Triage
Purchase Agreement; 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; any disruptions or threatened disruptions to the
relationships of the Company, the Triage business or the BNP
business with their respective distributors, suppliers, customers
and employees; the Company’s ability to manage the foreign
expansion; the receipt of regulatory approvals or clearances
relating to the Triage business or the BNP business, or any loss of
previously received regulatory approvals or clearances; a
significant reduction in sales of the Triage business or BNP
business, or increase in costs, expenses or other charges incurred
by, relating to or arising from such businesses; the inability to
achieve anticipated financial results from the acquired businesses;
and the Company’s ability to successfully integrate the acquired
businesses into the Company’s operations, including its ability to
realize anticipated synergies and operational improvement.
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 press release. We undertake no obligation to publicly
release the results of any revision or update of the
forward-looking statements, except as required by law.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170918005612/en/
For Quidel CorporationRandy Steward, 858-552-7931Chief Financial
OfficerorAngie Mazza, 312-690-6006amazza@clermontpartners.com
QuidelOrtho (NASDAQ:QDEL)
Historical Stock Chart
From Aug 2024 to Sep 2024
QuidelOrtho (NASDAQ:QDEL)
Historical Stock Chart
From Sep 2023 to Sep 2024