Millipore Corporation and Serologicals Corporation have announced that their boards of directors have approved a definitive agreement whereby Millipore will acquire Serologicals for $31.55 per share in an all cash transaction.
The acquisition will transform Millipore into a company with combined annual revenues of $1.4 billion, based on 2006 full year projections.
Assuming stable foreign exchange rates, Millipore believes 2007 revenues for the combined company will grow between 9 and 11 percent over 2006 pro forma revenues.
The strategic combination of Millipore and Serologicals will significantly strengthen Millipore's Bioscience Division by giving it leading positions in high growth segments such as drug discovery products and services, antibodies, cell biology reagents, and stem cell research.
Millipore expects to increase sales of Serologicals' products in international markets such as Europe, Asia and Japan, where Millipore has a significant presence.
Millipore's Bioprocess Division will gain a cell culture supplements offering that will facilitate its entry into the $1 billion upstream bioprocessing market.
As a result, Millipore will be the only company in the industry that can offer both upstream cell culture and downstream separation offerings for biopharmaceutical production, further strengthening its relationships with biotechnology and pharmaceutical customers.
The combined organization of approximately 5,800 employees will have significantly expanded R&D capabilities and a worldwide sales and service organization of approximately 1,200 professionals selling a broad portfolio of complementary products.
Under the terms of the agreement, Serologicals shareholders will receive $31.55 in cash for each share of Serologicals common stock they own.
The total value of the transaction, including the assumption of the projected debt at closing, is estimated at approximately $1.4 billion.
The transaction, which Millipore expects to close by June 30, 2006, is subject to Serologicals shareholder approval, customary regulatory approvals, and other conditions in the merger agreement.
Martin Madaus, Chairman, President, and CEO of Millipore said, "Our acquisition of Serologicals is transformational. This move will significantly increase our life sciences footprint and will advance many of our strategic objectives."
"Serologicals and Millipore are two of the fastest growing companies in our sector, and our combination will create a company with very attractive growth and profitability."
"Serologicals participates in a number of high-growth market segments and brings a portfolio of innovative, higher margin products that can be sold through our combined, global sales organization."
"With the addition of Serologicals' R&D capabilities, we will also be able to pursue new markets and bring together the applications expertise of both companies to generate value for customers."
He added, "The addition of Serologicals' differentiated research products and services will make Millipore's Bioscience Division a more strategic supplier with a broad range of solutions for the life science industry."
"We will advance our customers' research by optimizing workflows from sample preparation, to developing and performing assays, to analyzing results."
"The addition of cell culture supplements to our Bioprocess Division will make Millipore the only company in the industry that can provide upstream cell culture and downstream separation offerings to our biopharmaceutical customers."
"Our comprehensive offering will include process development and scale-up, upstream processing, downstream filtration, and ongoing compliance monitoring and testing."
"We welcome the employees of Serologicals to Millipore, and we are excited about the depth of knowledge and experience they will bring to the Company."
David A. Dodd, President and CEO of Serologicals said, "We are pleased with the company we built at Serologicals and are proud of our track record of achieving revenue growth, increasing profitability, and delivering value to our customers."
"We believe that our combination with Millipore represents an excellent opportunity to achieve attractive long-term growth, enhance product development, and develop a closer partnership with all of our customers in the life sciences and biopharmaceutical markets."
"Millipore is one of the most respected franchises in the life science industry and joining an industry leader will create opportunities for Serologicals employees, as part of the larger, combined organization."
Mr. Dodd will assist in the successful transition and will then depart from the company.