Electronics testing equipment maker Agilent Technologies (Santa Clara, California) on Friday said it agreed to acquire specialized life science research and diagnostic products maker Stratagene (La Jolla, California) for about $245 million.
Each share of Stratagene common stock will be converted into the right to receive a cash payment of $10.94, which represents more than 28% premium to Stratagene's Thursday closing price of $8.51.
A special committee of Stratagene's independent directors received an opinion from its financial advisor, Houlihan Lokey Howard & Zukin, that the $10.94 per share price is fair from a financial point of view to Stratagene's stockholders.
The transaction is subject to certain closing conditions set forth in the merger, and stockholders representing about 59% of the outstanding common stock of Stratagene have already agreed to vote in favor of the merger.
Stu Matlow, a spokesperson for Agilent's life sciences solutions unit, told Medical Device Daily that the Stratagene acquisition "expands Agilent's footprint into the life sciences area and a lot of the reagents that Stratagene makes are very complimentary to the kinds of workflows that Agilent instruments are used in, it just seemed like a natural fit." He added that Agilent's genomics business "fits in nicely" with Stratagene's reagent business. "Stratagene has a strong R&D team as well as excellent presence in the important academic and government markets," added Nick Roelofs, VP and general manager of Agilent's Life Sciences Solutions Unit.
Matlow noted that there is very little overlap between the two companies' products and he doesn't see the need for the reduction of Stratagene staff or eliminating any of their current facilities.
Stratagene, which has 400 employees, will be a division within Agilent's life sciences unit. The acquisition is expected to close within 90 days. It has locations in Garden Grove, California; Cedar Creek, Texas; Edinburgh, Scotland; Tokyo; and Amsterdam.
Stratagene's products are used by scientists in academia, government research and industry in molecular biology, genomics, proteomics, drug discovery and toxicology. Its portfolio includes reagents for life science research and instruments. The company also offers a range of diagnostics products, including applications for allergy testing and urinalysis.
Dr. Joseph Sorge, CEO, chairman and founder of Stratagene and its largest stockholder also reported that he has formed a new company to pursue molecular diagnostic applications. The new company will purchase for $6.6 million certain assets of Stratagene from Agilent immediately following the close of the transaction and will license from Agilent certain of their molecular diagnostic technologies.
Navigant Capital Advisors provided the special committee of Stratagene an appraisal of the assets to be purchased and technology to be licensed by the new company and such arrangements were unanimously approved by the special committee of Stratagene's board of directors.
"I'm looking forward to having more time to focus on research and discovery and making a difference in human healthcare," said Sorge. "Our discussions with Agilent have been very friendly and cooperative and we expect a smooth transition."
Agilent, which currently has about 19,000 employees, serves customers in more than 110 countries and had net revenue of $5 billion in fiscal year 2006.
In other dealmaking news:
• Wright Medical Group (Arlington, Texas) reported completing its acquisition of all of the assets of the reconstructive foot surgery line of Darco International (Huntington, West Virginia) for about $17 million in cash.
Darco's reconstructive product line consists of a procedure-specific plating systems, including the MRS (Modular Rearfoot), MFS (Modular Forefoot) and FRS (Forefoot Reconstructive) Systems. Wright said that the three systems offer a combined 10 plating options and specialized screw fixation systems for use in advanced reconstructive foot procedures.
Darco's reconstructive foot surgery business had net sales of about $6 million in 2006, the majority in Germany where Darco is a market leader in foot/ankle reconstructive implants.
With the acquisition complete, Wright has initiated the commercial launch of the Darco reconstructive portfolio into the U.S. foot and ankle marketplace. Wright said that the combination of the Darco procedure-specific plating systems with its line of other products and biologic solutions provides "the broadest portfolio of foot and ankle products in the industry."
The acquisition is expected to be neutral to Wright's adjusted earnings, which exclude acquisition-related costs such as integration charges and non-cash inventory step-up expenses, during the remainder of 2007, and accretive to Wright's earnings thereafter.
The company said it will provide detailed guidance regarding the financial aspects of the transaction during its 1Q07 financial results meeting April 30.
Wright manufactures reconstructive joint devices and biologics.
• Alteon (Montvale, New Jersey) reported an expanded licensing agreement with BioRap Technologies, the commercialization arm of the Rappaport Family Institute for Research, Technion University (Haifa, Israel) for all diagnostic devices or products for predictive purposes in vascular or cardiac diseases, including diagnostic assays for the measurement of the haptoglobin protein (Hp).
Alteon will make research and milestone payments and royalty payments to BioRap upon any commercialization of diagnostic or therapeutic products related to the licensed technology.
Alteon said that a variant of haptoglobin found in people with the Haptoglobin 2-2 genotype, is an important diagnostic tool for determining the risk of cardiovascular disease and morbidity and mortality in patients with diabetes. And it has been suggested that it may also help identify a patient population most likely to benefit from treatment with Alteon's investigational drug ALT-2074.
Alteon said it believes these results support the development of ALT-2074, a glutathione peroxidase mimetic, as a therapy for diabetic patients with the Hp 2-2 genotype. ALT-2074 is currently in Phase 2 human clinical trials.
Noah Berkowitz, MD, PhD, president/CEO of Alteon, said, "In the past year, the cardiovascular field has been plagued by large-scale clinical trial failures, in which the gamble of 'one-size-fits-all' drug development has been called into question. Our targeted therapy approach is predicated on the notion that not all patients with cardiovascular disease exhibit the same underlying biology. Targeting drugs based on mechanism and disease risk may be a more effective way to deliver patients and payers what they are looking for — namely, personalized medicine."
Among its developmental efforts, Alteon has rights to a diagnostic assay that identifies a large subset of diabetic patients at high risk for cardiovascular complications due to a defect in oxidized lipid metabolism that results in increased cardiovascular inflammation.