Revised agreement reflects Quidel’s direct commercial responsibility
for all Beckman Coulter BNP sales globally, while the business
arrangement for the pending acquisition of Alere’s Triage®
MeterPro assets is substantially unchanged
Transaction Highlights:
-
Parties entered into amended and restated agreements for Quidel’s
acquisition of both businesses. Business arrangement of previously
announced transaction to purchase the Triage®
MeterPro cardiovascular and toxicology assets from Alere Inc. remains
substantially unchanged.
-
Revised BNP acquisition agreement provides Quidel direct commercial
responsibility after the purchase for all sales globally of Alere’s
BNP assay business run on Beckman Coulter analyzers.
-
The total cash consideration for both businesses will now be up to
$680 million, comprised of the previously announced $400 million
purchase price for the Triage business, $40 million in contingent
consideration and $240 million in deferred consideration for the BNP
business.
-
Accretive transactions designed to extend Quidel’s market
leadership and position it for future growth.
SAN DIEGO--(BUSINESS WIRE)--Sep. 18, 2017--
Quidel Corporation (NASDAQ: QDEL) (“Quidel”), a provider of rapid
diagnostic testing solutions, cellular-based virology assays and
molecular diagnostic systems, announced a revised definitive agreement
with Alere Inc. for its pending acquisition of Alere’s BNP assay
business run on Beckman Coulter analyzers (“BNP business”) under which
post-acquisition Quidel will undertake direct commercial responsibility
for all such BNP sales globally, while the pending acquisition of
Alere’s Triage® MeterPro cardiovascular (CV) and
toxicology assets (“Triage business”) remains substantially unchanged.
These businesses are being divested by Alere pending antitrust approvals
required for Abbott’s pending acquisition of Alere. The acquisitions by
Quidel are subject to the completion of Abbott’s acquisition of Alere,
as well as regulatory approvals and other customary closing conditions.
Estimated trailing twelve-month revenues through June 2017 for the BNP
business under the revised deal terms were $107 million. Total actual
revenues for all of the acquired businesses in 2016 was $245 million
compared to $197 million under the previously structured transactions.
The transactions will be funded through a combination of cash on hand
and committed financing. Quidel now expects the transactions to close
within 30 days after Abbott’s close of the Alere acquisition, which is
expected to occur by September 30, 2017.
“Through the updated acquisition agreements, we will undertake direct
commercial responsibility for the BNP assay business globally,
representing an enhanced revenue and EBITDA contribution opportunity
post-close. We believe that we are on track to close the acquisition of
the Triage and BNP businesses within 30 days of Abbott’s close of the
Alere acquisition,” 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 businesses together,
further establishing Quidel’s platform for growth and shareholder value
creation opportunities.”
Summary Terms of Acquisition Agreements and Financing
Quidel will acquire the Triage business, including real estate for the
San Diego Triage facilities, and the global BNP business for a total
consideration of up to $680 million, comprised of the previously
announced $400 million purchase price for the Triage business, $40
million in contingent consideration for the EEA BNP business, and $240
million in deferred consideration for the rest-of-world BNP business.
The company expects to finance the acquisitions with cash plus committed
financing from Bank of America Merrill Lynch and J.P. Morgan Chase Bank.
The transactions are subject to other terms and conditions set forth in
the acquisition agreements, 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 these transactions. Gibson, Dunn & Crutcher LLP acted as legal
advisor.
Conference Call
Quidel will host a conference call beginning at 9:00 AM EDT / 6:00 AM
PDT on September 18, 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 87610475. 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 or by
dialing (855) 859-2056 from the U.S. or (404) 537-3406 for international
callers, and entering pass code 87610475.
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 amended and
restated Triage Purchase Agreement and the amended and restated BNP
Purchase Agreement on a timely basis, if at all, including the
satisfaction of the closing conditions of the transactions (including
consummation of Abbott’s acquisition of Alere); the ability to receive
all regulatory approvals for the transactions contemplated by the
amended and restated Triage Purchase Agreement and the amended and
restated BNP Purchase Agreement on a timely basis, if at all, including
receipt of all consents of the Federal Trade Commission required for the
consummation of the transactions contemplated by the amended and
restated BNP Agreement within twenty-five days after the consummation of
Abbott’s acquisition of Alere; the ability to satisfy the conditions of
and obtain financing to complete the acquisition contemplated by the
amended and restated Triage Purchase Agreement; 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; any disruptions or threatened disruptions to the
relationships of the Company, the Triage business or the BNP business
with their respective distributors, suppliers, customers and employees;
the Company’s ability to manage the foreign expansion; the receipt of
regulatory approvals or clearances relating to the Triage business or
the BNP business, or any loss of previously received regulatory
approvals or clearances; a significant reduction in sales of the Triage
business or BNP business, or increase in costs, expenses or other
charges incurred by, relating to or arising from such businesses; the
inability to achieve anticipated financial results from the acquired
businesses; and the Company’s ability to successfully integrate the
acquired businesses into the Company’s operations, including its ability
to realize anticipated synergies and operational improvement. 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 press release. 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/20170918005612/en/
Source: Quidel Corporation
For Quidel Corporation
Randy Steward, 858-552-7931
Chief
Financial Officer
or
Angie Mazza, 312-690-6006
amazza@clermontpartners.com