PerkinElmer, Inc., a global technology leader in Health Sciences, and ViaCell, Inc., a biotechnology company specializing in the collection and preservation of umbilical cord blood stem cells, announced the signing of a definitive agreement under which PerkinElmer plans to acquire ViaCell. The addition of ViaCell's ViaCord product offering for the preservation of umbilical cord blood and its highly qualified sales and marketing organization are expected to significantly expand PerkinElmer's offerings and reach in neonatal and prenatal markets.
Under the agreement, PerkinElmer will commence a cash tender offer to purchase all of the outstanding shares of ViaCell for $7.25 per share, for an aggregate purchase price of approximately $300 million, or $260 million net of cash. The transaction is expected to close in the fourth quarter of 2007. PerkinElmer anticipates this transaction will be slightly dilutive to its non-GAAP 2008 adjusted earnings per share, and accretive to its non-GAAP 2009 adjusted earnings per share.
"ViaCell has built a high growth business based on innovative umbilical cord blood preservation technology, with a strong, established market presence," said Gregory L. Summe, chairman and chief executive officer, PerkinElmer, Inc. "This is an important investment to continue expanding our Genetic Screening business. We are excited by the prospect of combining ViaCell with our existing prenatal and neonatal screening services, with an enhanced ability to reach obstetric professionals and prospective parents throughout the United States."
"PerkinElmer is the world leader in neonatal screening solutions, with the ability to screen for more than 50 genetic disorders," added Robert F. Friel, President and Chief Operating Officer, PerkinElmer, Inc. "A growing number of disorders - which today includes blood disorders, such as sickle cell anaemia, and metabolic disorders - are treatable using the cord blood stem cells gathered and preserved through ViaCell's ViaCord offering. By bringing both the screening and therapeutic benefits of these two businesses together, we can offer a more comprehensive solution to patients and practitioners."
"We are excited by the opportunity to increase access to our products by leveraging PerkinElmer's global reach and resources," said Marc D. Beer, president and chief executive officer, ViaCell, Inc. "We believe this transaction will maximize value to our shareholders while continuing to accelerate the growth of the ViaCord business and the progress of future product development."
ViaCell offers significant expertise in the collection, testing, processing and preservation of umbilical cord blood stem cells. ViaCell has built a dynamic sales organization in the US which calls regularly on more than 17,000 obstetricians and interacts monthly with hundreds of thousands of prospective parents. Currently, ViaCell markets ViaCord, a product offering that allows expectant families the opportunity to preserve their baby's umbilical cord blood at the time of birth for potential medical use by the child or a related family member. Cord blood has been shown to be effective in treating over 40 diseases including blood cancers and certain genetic diseases. To date, ViaCord has preserved over 130,000 newborns' umbilical cord blood. ViaCord sales are expected to be in the mid- to high-60 million dollar range in 2007. It is estimated that the U.S. market for family cord blood banking could reach more than $1 billion. PerkinElmer anticipates divesting ViaCell's therapeutic businesses.
In addition to newborn screening solutions, PerkinElmer continues to build its genetic screening portfolio to provide the most accurate assessment of fetal and maternal health to women and their healthcare practitioners. PerkinElmer now offers Ultra-Screen(R), a first-trimester prenatal screening protocol designed to provide patient-specific risk assessment for certain chromosomal abnormalities, through its NTD Laboratories division. The Company also holds a global licensing agreement to develop assay kits for the ADAM12 biochemical marker, which has broad potential in maternal health screening for fetal chromosomal abnormalities, and has secured global rights for Placental Protein 13 (PP13), a new maternal serum marker currently under investigation that has shown potential for early detection of preeclampsia in low-risk groups.
The acquisition has been unanimously approved by the board of directors of each company and is subject to customary closing conditions, including clearance under Hart Scott Rodino.
Related to the transaction, Merrill Lynch & Co. is acting as financial advisor to PerkinElmer, and UBS Investment Bank is acting as financial advisor to ViaCell. Wilmer Cutler Pickering Hale and Dorr LLP is acting as legal counsel to PerkinElmer and Ropes & Gray LLP is acting as legal counsel to ViaCell.