Caliper Life Sciences, Inc. a leading provider of products and services for drug discovery research, announced that it has entered into a definitive agreement to acquire privately-held Cambridge Research & Instrumentation, Inc. (CRi) for approximately $20.0 million, including net debt. CRi’s patented preclinical and tissue-based multiplexed analysis systems will expand Caliper’s life sciences tools portfolio, particularly as it bridges into clinical research, pathology and clinical market applications.

Under the agreement, in exchange for all of CRi’s outstanding equity securities, Caliper will issue common stock valued at approximately $10.5 million, pay cash of approximately $7.5 million, and assume CRi indebtedness of approximately $2.0 million. CRi’s revenues are expected to be approximately $12.0 million in 2010 and the technology should deliver a 20%+ growth rate upon reconfiguration and integration into Caliper’s portfolio and operations. Ultimately, Caliper’s entry into the emerging digital and multiplexed pathology market segment has the potential to deliver a substantially greater growth profile.

“CRi’s advanced platforms add an important new dimension of capability to our suite of next-generation life science tools, and positions Caliper to further address biomarker discovery and companion diagnostics solutions for personalized medicine development programs,” said Kevin Hrusovsky, president and CEO of Caliper Life Sciences. “This acquisition extends the reach of Caliper's proprietary offerings along the in vitro to in vivo bridge by filling the gap in tissue analysis platforms.  Similar to the approach we used in our successful commercialization of other disruptive technologies such as micro-fluidic LabChips and whole animal optical imaging systems, we see an opportunity to leverage CRi’s advanced multiplex technology towards unmet needs in a rapidly changing market, in this case the billion-dollar tissue imaging and digital pathology clinical research market.  With CRi’s technologies in our toolkit, we will be able to offer a more comprehensive suite of tools and services to address the important emerging trend toward personalized medicine.”

“We are delighted for CRi to join Caliper,” said George Abe, President and CEO of CRi. “Caliper’s market leadership and extensive corporate relationships within the biotech and pharmaceutical industries, coupled with its rich culture of nurturing and commercializing innovative technologies, make Caliper the right partner to fully realize the market potential of CRi's portfolio of multiplexed imaging technologies.”

Abe will join Caliper as Senior Vice President, Cellular & Tissue Analysis, reporting directly to Kevin Hrusovsky, Caliper’s President and CEO. In this role, Abe will be responsible for directing the growth and strategic direction of the tissue analysis business.

CRi’s headquarters and manufacturing operations will be consolidated with Caliper’s existing operations in Hopkinton, Massachusetts. The manufacturing relocation is expected to occur in mid-2011, at which time the CRi Woburn facility will be closed. Approximately 75% of CRi’s 49 employees will be offered continuing employment with Caliper. Overall, Caliper expects to incur restructuring, integration, and initial capital investment costs of approximately $2.5 million, occurring mainly in 2011, in order to achieve anticipated business combination synergy cost benefits of between $2.5 - $3.0 million per year, which will be fully phased in by the end of 2011. The transaction is expected to be EBITDA accretive in 2011.

CRi’s multi-spectral imaging technology is revolutionizing the analysis of tissue samples. Over the last decade, CRi has successfully formed relationships with leading universities, medical institutions, and pharmaceutical and biotechnology companies around the globe. Researchers at Pfizer, Merck, Novartis, Dana Farber Cancer Centre, Stanford, and Baylor College of Medicine have employed CRi’s inForm, Nuance, Vectra and Maestro products to perform high throughput, quantitative imaging of intact tissue, simultaneous analysis of multiple biomarkers, and multi-spectral imaging of small animals.

Caliper Life Sciences is a premier provider of cutting-edge technologies enabling researchers in the life sciences industry to create life-saving and enhancing medicines and diagnostic tests more quickly and efficiently. Caliper is aggressively innovating new technology to bridge the gap between in vitro assays and in vivo results, enabling the translation of those results into cures for human disease.

Cambridge Research & Instrumentation (CRi) develops and markets optical imaging systems to advance biomedical research and molecular-based drug and diagnostic development. CRi’s patented systems enable researchers and clinicians to quantify multiple disease and drug response markers in intact tissue samples, at a cellular level or in living small animals.