Gen-Probe Completes Acquisition of Tepnel Life Sciences
April 08 2009 - 4:44AM
PR Newswire (US)
- Transaction Brings Growth Opportunities in Transplant
Diagnostics, Genetic Testing and Pharmaceutical Services,
Accelerates European Expansion Strategy - SAN DIEGO, April 8
/PRNewswire-FirstCall/ -- Gen-Probe (NASDAQ:GPRO) announced today
that the Company has completed its acquisition of Tepnel Life
Sciences, plc, a rapidly growing molecular diagnostics and
pharmaceutical services company based in the United Kingdom, for
27.1 pence ($0.40)(1) per share, or approximately 92.8 million
pounds sterling ($136.4 million) in total. "We believe this
acquisition brings Gen-Probe new growth opportunities in transplant
diagnostics, genetic testing and pharmaceutical services, and also
accelerates our European expansion strategy," said Carl Hull,
Gen-Probe's president and chief operating officer. "We are very
pleased to close the transaction and are ready to work with our new
employees and customers to enhance their already strong molecular
diagnostics and pharmaceutical services businesses." The
transaction, which was structured as a "scheme of arrangement"
under English law, was supported by more than 99% of Tepnel
shareholders. The scheme became effective today following
confirmation by the High Court of Justice in England and Wales and
the registration of the Court documents. In addition, Tepnel's
listing on the Alternative Investment Market (AIM) operated by the
London Stock Exchange was canceled today. Cash consideration will
be sent to Tepnel's shareholders within 14 days. As previously
disclosed, Gen-Probe is financing the acquisition via a revolving
credit facility that bears interest at a floating rate 0.6 percent
above the one-month London Interbank Offered Rate (LIBOR), which
was recently 0.5 percent. On a non-GAAP basis, Gen-Probe
anticipates the transaction will be neutral to the Company's 2009
earnings per share (EPS), and accretive to its 2010 EPS. Gen-Probe
expects to update its 2009 financial guidance to include the
effects of the acquisition in its first quarter earnings release on
April 30. About Non-GAAP Financial Measures This announcement
contains certain financial measures that are not calculated in
accordance with U.S. GAAP, including non-GAAP EPS. Non-GAAP EPS
excludes all non-cash charges such as intangible amortization and
stock compensation expense, as well as transaction expenses.
Gen-Probe's management believes these U.S. non-GAAP financial
measures provide Gen-Probe investors meaningful supplemental
information regarding the expected financial results of the
acquisition. Tepnel has not reconciled its historical financial
statements to U.S. GAAP. All pro forma combined financial
information in this press release is based upon a combination of
Gen-Probe historical and projected financial information, prepared
in accordance with U.S. GAAP, and Tepnel's historical and projected
financial information, prepared in accordance with International
Financial Reporting Standards (IFRS). Based on Gen-Probe's
preliminary analysis, the Company does not anticipate material
adjustments to reconcile U.S. GAAP with IFRS. About Gen-Probe
Gen-Probe Incorporated is a global leader in the development,
manufacture and marketing of rapid, accurate and cost-effective
nucleic acid tests (NATs) that are used primarily to diagnose human
diseases and screen donated human blood. Gen-Probe has more than 25
years of NAT expertise, and received the 2004 National Medal of
Technology, America's highest honor for technological innovation,
for developing NAT assays for blood screening. Gen-Probe is
headquartered in San Diego and employs approximately 1,200 people.
For more information, go to http://www.gen-probe.com/. Caution
Regarding Forward-Looking Statements Any statements in this news
release relating to Gen-Probe's expectations, beliefs, plans,
objectives, assumptions or future events or performance are not
historical facts and are forward-looking statements. These
statements are often, but not always, made through the use of words
or phrases such as believe, will, expect, anticipate, estimate,
intend, plan and would. For example, statements concerning the
expected benefits of the proposed acquisition and expected
financial results are all forward-looking statements.
Forward-looking statements are not guarantees of performance. They
involve known and unknown risks, uncertainties and assumptions that
may cause actual results, levels of activity, performance or
achievements to differ materially from those expressed or implied.
Some of these risks, uncertainties and assumptions include but are
not limited to: (i) the risk that Gen-Probe will not successfully
integrate Tepnel or achieve expected strategic or financial
benefits, (ii) the risk that facts relating to Tepnel that may
affect strategic and other benefits of the acquisition may be
unknown to Gen-Probe, and (iii) the risk that Gen-Probe may not
achieve its expected 2009 growth, revenue, earnings or other
financial targets that are assumed in its accretion analysis. The
foregoing list sets forth some, but not all, of the factors that
could affect the Company's ability to achieve results described in
any forward-looking statements. For additional information about
risks and uncertainties Gen-Probe faces and a discussion of its
financial statements and footnotes, see documents filed with the
SEC, including the most recent annual report on Form 10-K and all
subsequent periodic reports. Gen-Probe assumes no obligation and
expressly disclaims any duty to update forward-looking statements
to reflect events or circumstances after the date of this news
release or to reflect the occurrence of subsequent events. (1) In
this press release, British pounds are converted into U.S. dollars
at yesterday's approximate exchange rate of 1 pound to $1.47.
Contact: Michael Watts Vice president, investor relations and
corporate communications 858-410-8673 DATASOURCE: Gen-Probe
Incorporated CONTACT: Michael Watts, Vice president, investor
relations and corporate communications of Gen-Probe Incorporated,
+1-858-410-8673 Web Site: http://www.gen-probe.com/
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