By Mary Welch
Quidel Corp. will pay $22.9 million in an all-cash tender offer to acquire Metra Biosystems Inc., and its 14 branded products for diseases related to bones and joints.
The deal calls for San Diego-based Quidel to pay $1.78 per share based on 12.8 million fully diluted shares, which represents a premium of about 78 percent to the stock's six-month trailing average of $1. Quidel will finance the offering from its cash reserves and proceeds from a short-term loan. The offer starts June 9 and will have an initial duration of 20 business days.
Metra, based in Mountain View, Calif., has cash reserves of about $19 million and posted total revenues of $6.3 million for the 12-month period ending March 31.
"We will use Metra's significant cash position to help fulfill the financial obligations of the transaction," said Christa Cerciello, Quidel's manager of investor relations. "Quidel, in the end, will be paying about $8 million to purchase Metra, including consolidation and transaction costs."
Metra markets diagnostic products that provide clinical data regarding the metabolism of bone and other reconnective tissues. Its products include Prylinks-D, the Dpd bone resorption test, and the QUS-2 calcaneal ultrasonometer. It also distributes more than 60 other products on behalf of its partners. (See BioWorld Today, June 9, 1998, p. 1.)
In addition to its line of infectious disease rapid diagnostic products, Quidel markets home pregnancy and ovulation tests, which the company reasoned fit nicely with Metra's osteoporosis products.
"Metra is a world leader in osteoporosis products. Our goal is to be a company that establishes a life-long link with women," Cerciello said. "This deal expands our women's line from young adult through pregnancy through menopause, which is where osteoporosis comes in, as well as post-menopausal. We want to be involved in all phases of a woman's life."
Cerciello said a consolidation of staff and facilities is planned. "Quidel's goal is to make this acquisition at the very least earnings neutral and, hopefully, earnings positive this year. In order to achieve that there will be a number of consolidation efforts considered. Nothing yet has been definitively decided."
Metra has about 55 employees. Quidel has about 300.
Metra's stock (NASDAQ:MTRA) gained 54.5 cents Monday, or 55 percent, to close at $1.593.