BD to Acquire TriPath Imaging, Inc.
September 08 2006 - 9:15AM
PR Newswire (US)
Advances BD's position in cancer diagnostics FRANKLIN LAKES, N.J.,
Sept. 8 /PRNewswire-FirstCall/ -- BD (Becton, Dickinson and
Company) (NYSE:BDX) announced today that it has signed a definitive
agreement to acquire the 93.5% of the outstanding shares of TriPath
Imaging (NASDAQ:TPTH) which BD does not currently own, for a cash
purchase price of $9.25 per share, or approximately $350 million.
The acquisition is expected to be completed by the end of BD's
first fiscal quarter 2007 following the satisfaction of the
conditions to the closing that include antitrust clearance and
other customary conditions, and the requisite approval by the
TriPath Imaging shareholders. TriPath Imaging has agreed to use its
reasonable best efforts to hold a special meeting of its
shareholders, as promptly as practicable, for the purpose of
considering the acquisition and to file a proxy statement and
solicit proxies in favor of its approval. TriPath Imaging develops,
manufactures, markets and sells innovative solutions to improve the
clinical management of cancer, including detection, diagnosis,
staging and treatment. Since 2001, BD has been collaborating with
the company to identify bio-markers for various cancer diagnostics.
Researchers worldwide use BD's flow cytometry systems for detection
of lymphoma and leukemia, and these systems and related products
fit well with TriPath Imaging's diagnostics testing requirements.
In addition to its existing cervical cancer screening technology,
TriPath Imaging is developing molecular screening tools in the
areas of breast, cervical, ovarian and prostate cancers. "Expanding
BD's presence in cancer diagnostics is a key element of our
strategy to drive revenue growth through innovation," stated Edward
J. Ludwig, Chairman, President and Chief Executive Officer of BD.
"Cancer remains one of the highest causes of death in the world. We
believe that this acquisition positions BD to have significant
impact in the marketplace and to advance treatments through more
accurate and timely diagnosis, in line with our purpose of helping
all people live healthy lives." The combination of BD's and TriPath
Imaging's biomarkers, sample acquisition/processing, reagent
systems and instrumentation technologies will provide BD with the
technological foundation for innovative oncology management in
cancer centers, hospitals and laboratories worldwide. These
oncology management products are intended to span cancer screening,
diagnosis, prognosis and therapy monitoring. "We see two business
opportunities arising from this acquisition. First, to continue
driving TriPath Imaging's cervical cancer screening business, and
second, to align their innovative new technologies with BD's
existing business strategies," said Vincent A. Forlenza, BD
Executive Vice President. "This acquisition is a natural complement
to ongoing bio-marker research programs within BD, with the
potential to leverage BD instrumentation." As previously stated in
BD's August 14, 2006 press release relating to its submission of a
proposal to acquire TriPath, the acquisition is expected to be
minimally dilutive to BD's fiscal 2007 earnings (excluding an
anticipated charge for in-process research and development). BD
will provide guidance for fiscal 2007 during its fiscal fourth
quarter earnings call on November 2, 2006. BD senior management
will address this announcement at two upcoming investor healthcare
conferences. Remarks will be webcast live and can be accessed from
the BD corporate website at http://www.bd.com/investors and will be
available for replay for one week from the date of the
presentation. Vincent A. Forlenza, Executive Vice President, will
present at the Thomas Weisel Partners Healthcare Conference 2006
today at 9:45 a.m. (ET). Edward J. Ludwig, Chairman, President and
Chief Executive Officer, will present at the Bear Stearns 19th
Annual Healthcare Conference on Tuesday, September 12, 2006 at 2:00
p.m. (ET). About BD BD, a leading global medical technology company
that manufactures and sells medical devices, instrument systems and
reagents, is dedicated to improving people's health throughout the
world. BD is focused on improving drug therapy, enhancing the
quality and speed of diagnosing infectious diseases, and advancing
research and discovery of new drugs and vaccines. The Company's
capabilities are instrumental in combating many of the world's most
pressing diseases. Founded in 1897 and headquartered in Franklin
Lakes, New Jersey, BD employs more than 25,000 people in
approximately 50 countries throughout the world. The Company serves
healthcare institutions, life science researchers, clinical
laboratories, industry and the general public. For more
information, please visit http://www.bd.com/. This press release
contains certain estimates and other forward-looking statements (as
defined under Federal securities laws) regarding BD's performance,
including future performance, products or other events or
developments that BD expects to occur or anticipates occurring in
the future. All such statements are based upon current expectations
of BD and involve a number of business risks and uncertainties.
Actual results could vary materially from anticipated results
described, implied or projected in any forward-looking statement.
Factors that could cause actual results to vary materially from any
forward-looking statement include, but are not limited to:
competitive factors; pricing and market share pressures;
difficulties inherent in product development and delays in product
introductions; changes in regional, national or foreign economic
conditions; increases in energy costs and their effect on, among
other things, the cost of producing BD's products; fluctuations in
costs and availability of raw materials and in BD's ability to
maintain favorable supplier arrangements and relationships; changes
in healthcare or other governmental regulation; as well as other
factors discussed in this press release and in BD's filings with
the Securities and Exchange Commission. We do not intend to update
any forward-looking statements to reflect events or circumstances
after the date hereof except as required by applicable laws or
regulations. DATASOURCE: BD (Becton, Dickinson and Company)
CONTACT: Colleen T. White, Corporate Communications,
+1-201-847-5369, or Patricia A. Spinella, Investor Relations,
+1-201-847-5453 Web site: http://www.bd.com/investors
http://www.bd.com/
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