Combination creates an expanded, less seasonal portfolio of rapid
diagnostic capabilities in critical care settings
Transaction Highlights:
-
Acquiring the assets of the Triage®
MeterPro cardiovascular and toxicology business, and the Triage BNP
business from Alere Inc.
-
Diversifies Quidel’s overall business by seasonality, geography,
while strengthening its position in the point-of-care (“POC”) market
-
Triage® MeterPro installed base of
cardiovascular and toxicology instruments is complementary to Quidel’s
Sofia® installed base of instruments,
providing a beachhead into new, fast growing areas of POC testing
-
Accretive transactions extend Quidel’s market leadership and
position it for future growth
SAN DIEGO--(BUSINESS WIRE)--Jul. 17, 2017--
Quidel Corporation (NASDAQ: QDEL) (“Quidel”), a provider
of rapid diagnostic testing solutions, cellular-based virology assays
and molecular diagnostic systems, announced today that it has entered
into definitive agreements to acquire the Triage®
MeterPro cardiovascular (CV) and toxicology assets (“Triage business”)
and the B-type Naturietic Peptide (BNP) assay business run on Beckman
Coulter analyzers (“BNP business”) from Alere Inc. These products are
being divested in order to obtain antitrust approvals required for
Abbott’s pending acquisition of Alere. The sale transactions are subject
to the completion of Abbott’s acquisition of Alere, as well as antitrust
approvals and other customary closing conditions.
Quidel will distribute the Triage® MeterPro products
and BNP assays through a combination of direct sales force and
distributors. Triage® MeterPro revenues were $146
million in 2016, while estimated revenues for the BNP business as
structured under the transaction were $51 million for the same period.
Total actual and estimated revenues for the acquired businesses in 2016
were $197 million. The transactions will be funded through a combination
of cash on hand and committed financing. Quidel expects the transactions
to close by September 30, 2017.
“We’ve been looking at acquisition opportunities in high-growth segments
of the POC diagnostics market, such as cardiovascular, for several
years, and believe that this strategic acquisition extends Quidel’s
market leadership, adding an extensive cardiovascular and toxicology POC
offering to our innovative medical diagnostics portfolio. The Triage
acquisition significantly stabilizes our quarterly revenue profile and
enhances our geographic and product diversity, with substantial
expansion opportunities in new markets. Further, while the installed
base of Triage® MeterPro instruments in the U.S.
nicely complements the installed base of our Sofia and Solana platforms
in the hospital segment, there will be new call points that our U.S.
commercial organization can leverage as well. And internationally, the
Triage® MeterPro system gives us access to the rapidly
evolving cardiac biomarker segment, one of the faster growing segments
in the IVD market,” stated Douglas Bryant, president and chief executive
officer of Quidel Corporation. “We believe there are substantial
benefits to be realized as we bring these strong organizations together,
further establishing Quidel’s platform for growth and shareholder value
creation opportunities.”
Summary Terms of Agreement and Financing
Quidel will acquire the Triage business, including real estate for the
San Diego Triage facilities, and the BNP business for a total
consideration of $400 million plus $40 million in contingent
consideration.
To support the acquisitions, the transactions are to be financed with
cash plus committed financing from Bank of America Merrill Lynch and
J.P. Morgan Chase Bank.
The transaction is subject to customary and other terms and conditions
set forth in the acquisition agreement, which Quidel will file shortly
with the SEC on Form 8-K.
Advisors
Perella Weinberg Partners LP acted as exclusive financial advisor to
Quidel in this transaction. Gibson, Dunn & Crutcher LLP acted as legal
advisor.
Conference Call
Quidel will host a conference call beginning at 7:30 AM EDT / 4:30 AM
PDT on July 17, 2017. The conference call may be accessed by dialing
(877) 930-5791 from the U.S. or (253) 336-7286 if dialing
internationally, and using the required pass code 5641-3525. The live
conference call can also be accessed by logging into the company’s
investor relations website at http://ir.quidel.com/.
Interested parties are invited to listen to the webcast. In addition, a
presentation will be posted on Quidel’s website and referred to during
the conference call. A replay of the webcast will be available on the
company’s website immediately following the conclusion of the call by
dialing (855) 859-2056 from the U.S., or by dialing (404) 537-3406 for
international callers, and entering pass code 5641-3525.
About Quidel Corporation
Quidel Corporation serves to enhance the health and well-being of people
around the globe through the development of diagnostic solutions that
can lead to improved patient outcomes and provide economic benefits to
the healthcare system. Marketed under the Sofia®, QuickVue®,
D3® Direct Detection, Thyretain® and InflammaDry®
leading brand names, as well as under the new Solana®,
AmpliVue® and Lyra® molecular diagnostic brands,
Quidel’s products aid in the detection and diagnosis of many critical
diseases and conditions, including, among others, influenza, respiratory
syncytial virus, Strep A, herpes, pregnancy, thyroid disease and fecal
occult blood. Quidel’s research and development engine is also
developing a continuum of diagnostic solutions from advanced
lateral-flow and direct fluorescent antibody to molecular diagnostic
tests to further improve the quality of healthcare in physicians’
offices and hospital and reference laboratories. For more information
about Quidel’s comprehensive product portfolio, visit quidel.com.
Forward-Looking Statements
This press release contains certain forward-looking statements. These
matters are subject to risks and uncertainties that could cause actual
results to differ materially from those projected, anticipated or
implied. These risks and uncertainties include: the ability to
successfully consummate the transactions contemplated by the Triage
Purchase Agreement and the BNP Purchase Agreement on a timely basis, if
at all, including receipt of required regulatory approvals; the
satisfaction of the closing conditions of the transactions (including
consummation of the Abbott/Seller merger); the conditions of the credit
markets and the Company’s ability to fund the transactions on acceptable
terms; the risk that disruptions will occur from the transactions that
will harm the Company’s business, the Triage Business or the BNP
Business; if the transactions are consummated, the Company’s ability to
retain the distributors, suppliers, customers and employees of the
Triage Business and the BNP Business; and the Company’s ability to
successfully integrate the acquired businesses into the Company’s
operations, and the ability to achieve the expected synergies. Forward-looking
statements are based on management’s expectations as well as estimates
and assumptions prepared by management that, although they believe to be
reasonable, are inherently uncertain. The Company is subject to
additional risks and uncertainties described in the Company’s annual
report on Form 10-K and subsequent quarterly reports on Form 10-Q. You
are cautioned not to place undue reliance on these forward-looking
statements, which reflect management’s analysis and expectations only as
of the date of this Form 8-K. We undertake no obligation to publicly
release the results of any revision or update of the forward-looking
statements, except as required by law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170717005315/en/
Source: Quidel Corporation
Quidel Corporation
Randy Steward
Chief Financial Officer
(858)
552-7931
or
Ruben Argueta
(858) 646-8023
rargueta@quidel.com