A Medical Device Daily
Kimball Electronics (Jasper, Indiana), a division of Kimball International , and Reptron Electronics (Tampa, Florida) have signed an agreement for Kimball to acquire Reptron for 68 cents per share, representing a premium of 28% to Reptron’s three-month volume-weighted average stock price of 53 cents.
The transaction is subject to completion of a cash tender offer for Reptron’s outstanding Senior Secured Notes, due 2009, at a 12.5% discount to par value and a related consent solicitation, shareholder approval, and other customary conditions. The cash tender for Reptron’s outstanding Senior Notes, to be funded by Kimball, will be initiated by Reptron on or about Friday and is subject to a minimum acceptance of 97% unless waived by Kimball. Reptron has executed Support Agreements with holders of more than 80% of the Senior Notes committing to participate in the tender offer. Consummation of the merger is not subject to any financing contingency, the companies said.
The transaction includes consideration for the Senior Notes and the assumption of certain other debt of Reptron pursuant to the merger. Reptron will solicit shareholder approval by means of a proxy statement, which will be mailed to Reptron’s shareholders upon the completion of the required Securities and Exchange Commission filing and review process. The transaction is expected to close during the first quarter of 2007.
“The combination of the Kimball and Reptron organizations brings together two teams that share a common passion for customer service,” said Don Charron, president of Kimball Electronics.
Paul Plante, CEO of Reptron, agreed.
“Kimball’s strong balance sheet and global footprint make the deal attractive for Reptron’s customers, employees, and shareholders. The combination of the companies will provide Reptron customers with a deeper package of value, expanded supply chain, and a global footprint,” said Paul Plante, Reptron’s Chief Executive Officer.
Reptron Electronics is an electronics manufacturing services company providing engineering services, electronics manufacturing services and display integration services.
Started in 1961, Kimball Electronics Group is a global contract electronics manufacturing services company that specializes in durable electronics for the automotive, medical, industrial and public safety markets.
In other dealmaking news:
• Quidel (San Diego) reported a worldwide license to the MChip microarray-based influenza detection technology developed by scientists at the University of Colorado (Denver) in close collaboration with the Centers for Disease Control and Prevention (Atlanta).
Quidel’s intent is to develop and market molecular-based diagnostic tests featuring the MChip for use in pandemic surveillance, as a tool for the clinical laboratory and at the point-of-care in the physician office laboratory.
The MChip offers several advantages over current molecular-based arrays for the detection of influenza viruses, the company said, including the recently disclosed FluChip developed by the same research team at the University of Colorado at Boulder and the CDC. While the majority of molecular-based arrays use sequences from three influenza genes — hemagglutinin (HA), neuraminidase (NA) and matrix (M) — the MChip exclusively exploits sequences from the matrix genes.
Unlike HA and NA, which mutate constantly, the M gene segment is more conserved. A diagnostic test based on this relatively stable gene segment should be more robust because it will continue to provide accurate results even as the HA and NA genes mutate and will require less frequent reconfiguration. In addition, current molecular tests provide only information about the type of virus present in a single sample (i.e., Influenza type A or Influenza type B). The MChip offers the advantage of simultaneously typing and subtyping the flu virus in a single procedure (for example, Influenza type A, subtype H5N1), avoiding the need for additional subtyping of the virus.
According to the company, the MChip has been validated in collaboration with the CDC by testing H5N1 samples collected over a three-year period from people and animals around the world and to date has correctly identified 24 different H5N1 flu strains at 97% sensitivity and 100% specificity, with no reported false positives.
• Diagnostic HYBRIDS (Athens, Ohio) and ViroNovative BV (Rotterdam, The Netherlands) have entered into a worldwide licensing agreement covering immunofluorescence-based diagnostic products for human metapneumovirus (hMPV). The non-exclusive agreement allows Diagnostic HYBRIDS to develop, manufacture, market, sell and distribute hMPV-specific antigen detection products upon receiving appropriate regulatory clearance for use in direct specimen detection and with cell culture.
Human MPV was discovered in 2001 by researchers at the Erasmus University Medical Center (Rotterdam, The Netherlands). The research team, led by Prof. Dr. Albert Osterhaus, found that this virus often was responsible for respiratory tract infections in children that tested negative for known respiratory viruses. Human MPV infects patients of all ages, but is especially severe in children, the elderly, and patients with compromised immune systems. The virus causes flu-like illness, including cough, nasal congestion and fever. Several clinical reports by multiple investigators worldwide have since confirmed the presence of hMPV in 5-15% of patients presenting with respiratory symptoms.
ViroNovative BV is a spinout company formed under the new incubator policy of Erasmus University.
Diagnostic HYBRIDS’ monoclonal antibody reagents complement innovative, cell-based diagnostic products for clinical virology and autoimmune disease applications, the company said. Additionally, the company provides the pharmaceutical and biotechnology industry with cells and reagents for pharmacology assays that measure drug clearance and anti-viral interventions with drugs and vaccines.