Roche (Basel, Switzerland) last week reported that it has agreed to acquire BioVeris (Gaithersburg, Maryland) for $21.50 per share in cash, or a total of about $600 million.
The purchase will allow Roche to expand its immunochemistry business from human diagnostics into new segments such as life science research, patient self-testing, veterinary testing, drug discovery, drug development and clinical trials, the company said.
By acquiring BioVeris, Roche said it will own the complete patent estate of the electrochemiluminescence (ECL) technology deployed in its Elecsys product line, which gives Roche Diagnostics the opportunity to fully exploit the entire immunochemistry market.
“Given the history between the parties and the scope of Roche’s existing diagnostics business, Roche is the natural buyer for BioVeris. We look forward to working with our colleagues at Roche to facilitate a timely close and orderly integration,” said Samuel Wohlstadter, CEO/chairman of BioVeris.
“In comparison with other detection technologies ECL offers distinct advantages such as enhanced sensitivity, short incubation times and broad measuring ranges,” said Severin Schwan, CEO of the Roche Diagnostics division said. This acquisition ensures that Roche will be able to provide unrestricted access to all customers and therefore represents a significant growth opportunity for our immunochemistry business.”
“The field we were in was routine testing. We would have offered our test in a hospital, but if the same hospital wanted to do a clinical trial, we could not sell our tests for such a clinical trial,” Schwan added.
Roche has been on a bit of a buying spree lately.
Earlier this month, it bought privately owned antibody research group Therapeutic Human Polyclonals (Sunnyvale, California) for $56.5 million, while its Roche Diagnostics (Mannheim, Germany) division recently acquired 454 Life Sciences (Branford, Connecticut), part of Curagen (New Haven, Connecticut), for $155 million.
In this latest merger, the boards of both companies have each unanimously approved the transaction, and the Bioveris board has recommended that its shareholders approve the transaction.
Wohlstadter has entered into a voting agreement with Roche in which he has agreed to vote all of his shares, representing about 20% of the shares of BioVeris entitled to vote, in favor of the transaction.
The companies expect to close the transaction in 3Q07.
Lehman Brothers is serving as financial advisor to BioVeris. Houlihan Lokey Howard & Zukin is serving as financial advisor to the Special Committee of independent directors of BioVeris’s board and provided a fairness opinion regarding the sale of certain BioVeris intellectual property and related assets to Wohlstadter. Skadden, Arps, Slate, Meagher & Flom is serving as BioVeris’s legal counsel. Davis Polk & Wardwell and Foley & Lardner are serving as Roche’s legal counsel.