A Medical Device Daily
Gen-Probe (San Diego) reported that it has acquired GTI Diagnostics (Waukesha, Wisconsin), a privately held specialty diagnostics company focused on the transplantation, blood bank and specialty coagulation markets, for $53 million in cash.
Gen-Probe acquired GTI from the Riverside company, a global private equity firm, and from individual investors who include the company's founders and management.
GTI develops and manufactures the human leukocyte antigen (HLA) antibody detection products sold by Gen-Probe under its LIFECODES brand. GTI also commercializes a number of other HLA-related testing products, including serological typing trays, enzyme immunoassays (EIAs), and a range of molecular typing products for donor-recipient matching and patient monitoring.
In the specialty coagulation market, GTI sells immunoassay products that measure a patient's immune response to Heparin and Factor VIII therapies. The blood bank product line includes immunoassay products that measure antibodies developed against transfused platelets.
Excluding the charges discussed above, and on a non-GAAP basis, Gen-Probe expects the acquisition will be slightly accretive to the company's 2011 earnings per share.
Gen-Probe financed the transaction with cash currently on its balance sheet.
In other dealmaking activity;
Safeguard Scientifics (Wayne, Pennsylvania) a holding company that builds value in growth-stage life sciences and technology companies, reported that its net proceeds from the successful completion of GE Healthcare's (Chalfont, UK) public tender offer for all outstanding shares of partner company Clarient (Aliso Viejo, California), will be nearly $144 million.
The taxable gain on the transaction will be offset by tax loss carry forwards.
The net proceeds represent a 3x cash-on-cash return on Safeguard's remaining cost basis in its holdings in Clarient. Proceeds from the Clarient transaction substantially increase Safeguard's cash balance from $55.2 million at September 30, 2010. Upon completion of the final merger stage of the transaction, Safeguard will receive additional proceeds of $2.6 million related to Clarient warrants it holds.
As previously disclosed on October 22, GE Healthcare reported a definitive agreement to acquire Clarient via a public tender offer for all outstanding common and preferred shares of Clarient at a price of $5 per common share and $20 per preferred share, valuing Clarient at $587 million (Medical Device Daily, Oct. 25, 2010). The transaction represented a 35.9% premium to Clarient's stock price of $3.68 per share at close of business on October 19 and a 5.8x multiple of the last twelve months sales as of June 30, 2010. Safeguard owned nearly 26% of Clarient outstanding shares on a fully-diluted, as-converted basis.
“Today, Safeguard is stronger, leaner and better positioned to execute our strategic game plan than at any time over the last five years,“ said Peter Boni, president/CEO of Safeguard Scientifics. “As a result of the Clarient transaction, Safeguard has substantial cash on our balance sheet which improves our debt-to-equity ratio to 1-to-3. We plan to use that cash to redeploy capital into new, high-growth, high-value opportunities, our current partner companies, as well as other opportunities to expand the Safeguard platform and drive value for our shareholders. As a result of our momentum, Safeguard continues to be regarded as an innovator in the development of life sciences and technology businesses, a catalyst for value creation and a preferred source of capital for entrepreneurs.“
In addition, Safeguard facilitated a private placement of $40 million in Clarient convertible preferred stock by Oak Investment Partners in early 2009.
The transaction allowed Clarient to retire all of its outstanding debt except for receivable financing, reduce annual interest expense and fees, add working capital to drive growth, and propel the company toward net income. The effect of the private placement, combined with a subsequent public sale of a portion of Safeguard's holdings in Clarient for net proceeds of $61 .3 million, reduced Safeguard's stake in Clarient to nearly 28% of outstanding shares on an as-converted basis, down from 60% at year-end 2008. “Partnering with the Safeguard team helped Clarient accelerate its growth, maintain a clear strategic vision and operating focus, and ultimately realize the value we created together,“ concluded Ron Andrews, CEO and vice chairman of Clarient.