Caliper Life Sciences, Inc. and Xenogen Corporation have announced their definitive agreement to merge. Under the agreement, Caliper will issue common stock and warrants, currently valued at approximately $80 million, in exchange for all of Xenogen's equity securities outstanding at the closing.
The acquisition is a defining step in Caliper's strategic transformation into a leading provider of tools and services that increase the productivity and clinical relevance of life sciences research, and is expected to accelerate Caliper's revenue growth and profitability.
As highlighted in the FDA Critical Path Initiative, biomarker research and better experimentation models are essential to improve predictability and efficiency along the critical path from laboratory to commercial drug.
The combination of Caliper's proprietary microfluidic technology and automation expertise with Xenogen's proprietary imaging technology addresses these key research needs by creating molecular level solutions that encompass in vitro (test tube) to in vivo (living organism) research.
These technologies offer data quality and productivity advantages, and combining them to offer a correlated suite of products and services should result in earlier, clinically relevant insights in the drug discovery process.
"This transaction is a transformational event for Caliper," said Kevin Hrusovsky, president and CEO of Caliper.
"The acquisitions of Zymark and NovaScreen, organic growth of Caliper's LabChip products, and the financial turnaround of our company have set the stage for the merger with Xenogen."
"We are achieving our goal of building a unique company with first-mover advantage in bridging in vitro and in vivo experimentation. Our strategy is being fulfilled, and with Xenogen's talented employees and remarkable technology, I am confident that we can create enhanced value for both Caliper and Xenogen stockholders."
David Carter, CEO of Xenogen added, "We believe that this merger leverages Xenogen's opportunity for the benefit of our customers, employees and stockholders."
"The combined company can deliver Xenogen's technology to more customers more efficiently."
"In the near future the development of sophisticated molecular level products aimed at providing new solutions for our customers will be enhanced by the combination of microfluidics and optical imaging. Our two companies share a common vision for leading innovative pre-clinical drug discovery."
The transaction is expected to be accretive in 2006 and 2007, as measured by EBITDA per share (earnings before interest, taxes, depreciation, amortization and restructuring charges), and the transaction is also expected to be EPS accretive in 2008.
Under the terms of the agreement, in exchange for Xenogen's common shares and warrants to purchase common shares, Caliper will issue approximately 13.2 million common shares and approximately 5.125 million warrants to purchase Caliper common shares.
These warrants will have a term of five years from the closing and an exercise price of $6.79 per share. The final exchange ratios for the issuance of Caliper common shares and warrants will be based on the capitalization of Xenogen at the closing of the proposed transaction.
Based on Xenogen's current capitalization and certain assumptions regarding the exercise of Xenogen stock options in the period prior to the closing, each holder of a Xenogen common share would receive approximately 0.575 of a share of Caliper common stock and 0.223 of a warrant to acquire one Caliper common share.
Upon the timely exercise of their warrants, Xenogen warrant holders will be entitled to receive the same number of Caliper common shares and warrants as Xenogen's stockholders.
Immediately following the closing, Xenogen stockholders will own approximately 26% of Caliper's outstanding common stock.
Assuming the exercise of the outstanding Xenogen warrants and after giving effect to the exercise of the warrants issued by Caliper to the Xenogen equity holders, Xenogen stockholders would own approximately 32% of the combined company on a fully diluted basis.
The transaction is subject to the approval of both Caliper and Xenogen stockholders, as well as standard regulatory approvals, and is expected to close in the second quarter of 2006.
A webcast of the proceedings is available online. Webcast and telephone replays of the conference call will be available approximately two hours after the completion of the call.
To access a recording of the proceedings from February 13 through February 20, dial 888-286-8010 and use the participant passcode of 37740303. International callers can access the playback by dialing 617.801.6888 and using the same participant passcode.