MDS Offers to Acquire Molecular Devices for US$615 Million in Major Expansion of MDS Sciex Business
29 Gennaio 2007 - 2:00PM
PR Newswire (US)
- New MDS business unit offers broader array of customer solutions
by combining leadership positions in Mass Spectrometry and Cellular
Analysis SUNNYVALE, CA and TORONTO, ON, Jan. 29
/PRNewswire-FirstCall/ -- MDS Inc. (NYSE:MDZ; TSX:MDS), and
Molecular Devices Corporation (NASDAQ:MDCC) today announced they
have signed a definitive agreement for MDS to acquire Molecular
Devices, a leading provider of high-performance measurement tools
for high content screening, cellular analysis and biochemical
testing, in a US$615 million cash transaction. Under this
agreement, MDS proposes to acquire all of the Common shares of
Molecular Devices for US$35.50 per share. The merger agreement has
been unanimously approved by the Boards of both companies. MDS will
commence a cash tender offer for all of the outstanding shares of
Molecular Devices. This strategic acquisition marks a significant
expansion for MDS. By acquiring Molecular Devices with its strong
brand recognition and leading edge products and capabilities, MDS
will strengthen its leadership position as one of the top global
providers of life sciences solutions. It will now offer systems
that provide high content screening, cellular and biochemical
testing for leading drug discovery and life sciences laboratories
in pharmaceutical, biotechnology, academic and government
institutions. Headquartered in Sunnyvale, California, Molecular
Devices has an installed base of 100,000 instruments and markets
its products globally through its sales and marketing offices in
the United States, England, Germany, South Korea, China, Japan,
Australia and Brazil. Molecular Devices is a leading supplier of
systems, reagents and software used by researchers worldwide in
basic and applied settings to accelerate the pace of drug discovery
and development. Molecular Devices has long been a pioneer in such
critical areas as high content screening, G protein-coupled
receptors and kinase screening as well as automated
electrophysiology. As a result of this acquisition, MDS plans to
create a new business unit that will combine the Molecular Devices
and MDS Sciex businesses. It will be led by the current President
of MDS Sciex, Andy Boorn Ph.D, who will oversee its integration and
management. The combined organization will have more than 1,100
employees with over 250 scientists and engineers. A strong
intellectual property portfolio and pipeline of new products will
fuel growth in this newly created business unit. The MDS Sciex and
Molecular Devices brand names will continue to exist under this new
business unit. MDS Sciex will continue to expand its mass
spectrometry franchise by working with its joint venture partners
Applied Biosystems and PerkinElmer. Through Molecular Devices, MDS
Sciex will gain a global sales and marketing team that can be used
to launch future product innovations outside of these joint venture
agreements. "This exciting acquisition builds upon our MDS Sciex
platform, and is a perfect fit with our strategy," said Stephen P.
DeFalco, President and Chief Executive Officer, MDS Inc. "We are
thrilled to have the Molecular Devices team join MDS. This
acquisition delivers on our commitment to invest in businesses that
broaden our capabilities with our customers and provide strong
returns for our shareholders." "I am proud of what we have built at
Molecular Devices and view this as a great combination," said Joe
Keegan Ph.D, President and Chief Executive Officer, Molecular
Devices Corporation. "We believe this acquisition is great news for
our employees and our shareholders. By joining with MDS Sciex, the
combined company will have a unique opportunity to bring innovative
products to leading life sciences customers." The total purchase
price is made up of US$585 million to purchase outstanding shares
plus US$30 million to purchase outstanding stock options. Excluding
normal one-time merger-related expenses, the transaction is
expected to be modestly accretive in 2007. It is expected to be
significantly accretive in 2008 and beyond. MDS expects to realize
cost synergies in the range of US10-$12 million (US$7 million in
fiscal 2007) primarily through the elimination of Molecular
Devices' public company costs, related corporate infrastructure and
the opportunity to leverage significant capabilities across the
combined global organization. In the four quarters ending September
2006, Molecular Devices reported revenues of US$185 million and
EBITDA of US$38 million. The transaction is subject to regulatory
and other customary closing conditions and is expected to close in
the second calendar quarter of 2007. Merrill Lynch & Co is
acting as exclusive financial advisor to MDS; Ropes & Gray LLP
is acting as legal counsel to MDS in this transaction. UBS
Investment Bank is acting as exclusive financial advisor to
Molecular Devices; Cooley Godward Kronish LLP is acting as legal
counsel to Molecular Devices. Conference Call Details MDS and
Molecular Devices will host a conference call for analysts and
media about this pending transaction at 10:00 a.m. EST on Monday,
January 29, 2007. This call will be webcast live at
http://www.mdsinc.com/ and will also be available in archived
format at
http://www.mdsinc.com/news_events/webcasts_presentations.asp after
the call. To participate, please dial 416-406-6419 or
1-888-575-8232 (international). For a replay, please dial
416-695-5800 or 1-800-408-3053 (international) and use pass code
3212609. Forward-Looking Statements This document contains
forward-looking statements. Some forward-looking statements may be
identified by words like "expects", "anticipates", "plans",
"intends", "indicates" or similar expressions. The statements are
not a guarantee of future performance and are inherently subject to
risks and uncertainties, including risks to both companies that the
acquisition of Molecular Devices will not be consummated as the
transaction is subject to certain closing conditions, if the
transaction is consummated, there will be risks and uncertainties
related to MDS's ability to successfully integrate the two
companies. MDS's and Molecular Devices' actual results could differ
materially from those currently anticipated due to these risks and
a number of other factors, including, but not limited to,
successful integration of structural changes, including
restructuring plans, acquisitions, technical or manufacturing or
distribution issues, the competitive environment for the respective
products of MDS and Molecular Devices, the development of new
products, the degree of market penetration of the respective
products of MDS and Molecular Devices, and other factors set forth
in reports and other documents filed by MDS and Molecular Devices
with Canadian regulatory authorities and the U.S. Securities and
Exchange Commission from time to time. Legal Statement The tender
offer described herein has not commenced. The description contained
herein is neither an offer to purchase nor a solicitation of an
offer to sell shares of Molecular Devices. At the time the tender
offer is commenced, MDS and its subsidiary, Molecular Devices
Acquisition Corp, intend to file a Tender Offer Statement on
Schedule TO containing an offer to purchase, forms of letters of
transmittal and other documents relating to the tender offer and
Molecular Devices intends to file a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the tender offer. MDS,
Monument Acquisition Corp. and Molecular Devices intend to mail
these documents to the shareholders of Molecular Devices. These
documents will contain important information about the tender offer
and stockholders of Molecular Devices are urged to read them
carefully when they become available. Shareholders of Molecular
Devices will be able to obtain a free copy of these documents (when
they become available) at the website maintained by the Securities
and Exchange Commission at http://www.sec.gov/. In addition,
shareholders will be able to obtain a free copy of these documents
(when they become available) from MDS by mailing requests for such
materials to: MDS Inc. 2700 Matheson Blvd. East Suite 300, West
Tower Mississauga, Ontario L4W 4V9 Attention: Corporate Secretary
About MDS Inc. MDS Inc. (TSX: MDS; NYSE: MDZ) is a global life
sciences company that provides market-leading products and services
that our customers need for the development of drugs and diagnosis
and treatment of disease. We are a leading global provider of
pharmaceutical contract research, medical isotopes for molecular
imaging, radiotherapeutics, and analytical instruments. MDS has
more than 8,800 highly skilled people in 28 countries. Find out
more at http://www.mdsinc.com/ or by calling 1-888-MDS-7222, 24
hours a day. About Molecular Devices Corporation Molecular Devices
Corporation is a leading supplier of high-performance bioanalytical
measurement systems that accelerate and improve drug discovery and
other life sciences research. Our systems and consumables enable
pharmaceutical and biotechnology companies to leverage advances in
genomics, proteomics and parallel chemistry by facilitating the
high-throughput and cost-effective identification and evaluation of
drug candidates. Our solutions are based on our advanced core
technologies that integrate our expertise in engineering, molecular
and cell biology, and chemistry. We enable our customers to improve
research productivity and effectiveness, which ultimately
accelerates the complex process of discovering and developing new
drugs. DATASOURCE: MDS Inc. CONTACT: Investors: Sharon Mathers,
Vice-President, Investor Relations and External Communications, MDS
Inc., (416) 675-6777 x 34721, ; Tim Harkness, Senior Vice-President
and Chief Financial Officer, Molecular Devices, (408) 747-3533, ;
Media: Catherine Melville, Director, External Communications, MDS
Inc., (416) 675-6777 x 32265,
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