Cell Biosciences, Inc. and Alpha Innotech Corp. announced that they have entered into a definitive agreement providing for the acquisition of Alpha Innotech by Cell Biosciences for $1.50 per share, or approximately $17.9 million in cash. This acquisition would significantly expand Cell Biosciences' protein analysis business to include a global infrastructure and a broad protein analysis product portfolio.

Founded in 1992, Alpha Innotech is a pioneer in the use of high-sensitivity digital imaging systems for genomic and proteomic research. The company offers a broad range of best-in-class products, from entry-level gel documentation systems to premier systems for multiplexed fluorescence and proteomics applications. The company has sold over 10,000 systems worldwide. In 2008, Alpha Innotech achieved revenues of $17.6 million and was profitable on both an operating and a net income basis. Alpha Innotech employs 62 people, primarily at its San Leandro, California headquarters.

Cell Biosciences is a private life sciences company established in 2004, and is focused on revolutionizing protein and biomarker research. The company's lead product is the CB1000, a nanofluidic immunoassay platform designed for ultrasensitive detection and characterization of oncoproteins and other signalling proteins in ultra small biological samples, such as small tumour biopsies and stem cells.

The combination of Cell Biosciences and Alpha Innotech would create a global protein analysis business with a broad product line featuring both traditional and novel protein analysis technologies. Virtually every protein research laboratory worldwide would become a potential customer for the combined entity.

Commenting on the transaction, Tim Harkness, president and chief executive officer of Cell Biosciences, said, "This strategic acquisition marks an important milestone in our plan to create a profitable, high-growth protein analysis business with global reach. There is a great strategic fit in people, products, technologies, and customers between Cell Biosciences and Alpha Innotech. I am particularly excited by the critical mass of talent and industry experience this combination creates."

Ron Bissinger, chief executive officer at Alpha Innotech, added, "The innovative technology of Cell Biosciences makes it an ideal partner for Alpha Innotech. I expect the combined company to create great value for our customers and employees, and to generate exceptional products for the protein research community."

Under the terms of the agreement, Cell Biosciences will acquire Alpha Innotech for approximately $17.9 million, or $1.50 per share, and will assume $2.1 million of outstanding debt, net of cash. The completion of the transaction is subject to customary terms and conditions, including approval by the stockholders of Alpha Innotech. The directors, executive officers and certain stockholders of Alpha Innotech, who collectively hold approximately 33% of Alpha Innotech's outstanding common stock, have entered into agreements with Cell Biosciences pursuant to which they have agreed to vote their shares of Alpha Innotech common stock in favour of the transaction. The parties expect the transaction to be completed in approximately 60 days.

In connection with the transaction, Cell Biosciences has entered into agreements to raise an additional $19 million in cash in a second closing of a Series C Preferred Stock financing and a Series D Preferred Stock financing led by its largest investor, The Wellcome Trust. Existing investors Domain Associates, Novo A/S, Latterell Venture Partners, The Vertical Group and Royal Bank of Canada have agreed to participate in the financing.

BroadOak Partners served as financial advisor to Alpha Innotech in connection with the transaction.