Gen-Probe Completes Acquisition of Prodesse, Leader in Molecular Testing for Respiratory Infectious Diseases
October 22 2009 - 4:01PM
PR Newswire (US)
SAN DIEGO, Oct. 22 /PRNewswire-FirstCall/ -- Gen-Probe
(NASDAQ:GPRO) announced today that the Company has completed its
acquisition of Prodesse, Inc., a leader in molecular testing for
influenza and other infectious diseases, for approximately $60
million in cash. Gen-Probe's purchase price could increase to up to
$85 million if Prodesse achieves certain financial and regulatory
milestones in 2010 and 2011. "We are delighted to complete this
acquisition ahead of schedule and welcome Prodesse's employees to
Gen-Probe," said Carl Hull, Gen-Probe's president and chief
operating officer. "Prodesse has had great success introducing
clinically differentiated assays for infectious diseases, including
influenza, and we believe our global commercial infrastructure will
both facilitate and accelerate their next stage of growth."
Financial Detail Gen-Probe financed the transaction with cash on
its balance sheet. The Company expects to record, under US GAAP,
charges for non-recurring cash and non-cash costs related to the
acquisition. The magnitude of these charges will not be determined,
under the rules of purchase accounting, until an independent, third
party valuation has been completed to allocate the purchase price
to the assets and liabilities acquired. The Company has therefore
not yet provided GAAP financial guidance regarding the transaction.
In addition, transaction-related professional fees will be expensed
as incurred, under the rules of SFAS 141R. Excluding the charges
discussed above, and on a non-GAAP basis, Gen-Probe expects the
acquisition to add approximately $0.05 to the Company's 2010
earnings per share (EPS), based on approximately $15 million in
total revenues. Gen-Probe expects to update its 2009 financial
guidance to include the effects of the acquisition in its third
quarter earnings release on October 29. About Prodesse Prodesse
develops molecular diagnostic reagents for a variety of infectious
disease applications. Prodesse sells three FDA 510(k) cleared
products in the United States, and two additional CE-marked
products in Europe. The company's products can be used in
conjunction with various nucleic acid extraction and real-time PCR
(polymerase chain reaction) platforms, including Cepheid's
SmartCycler® II System. Prodesse's ProFlu+(TM) test was cleared by
the U.S. Food and Drug Administration (FDA) in January 2008 for the
detection and discrimination of Influenza A Virus, Influenza B
Virus and Respiratory Syncytial Virus. It is the only commercially
available, FDA-cleared molecular test for these respiratory viruses
that uses real-time PCR technology. Test results can be obtained in
as little as three hours using the assay - a significant
improvement over culture-based methods. During a public health
emergency, this speed to result and the high sensitivity of
molecular tests can make important contributions to effective
infection control efforts. Prodesse also sells FDA-approved,
real-time PCR assays for the clinical diagnosis of Clostridium
difficile (C. diff), a bacteria that is the most serious cause of
antibiotic-associated diarrhea, and human metapneumovirus, a common
cause of lower respiratory infection in children. 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/. About
Non-GAAP Financial Measures This announcement contains certain
financial measures that are not calculated in accordance with 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 investors meaningful
supplemental information regarding the expected financial results
of the acquisition. 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
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 Prodesse or achieve
expected strategic or financial benefits, (ii) the risk that facts
relating to Prodesse 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 or 2010 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. 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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