PerkinElmer, Inc. and ViaCell, Inc. announced the signing of a definitive agreement under which PerkinElmer plans to acquire ViaCell. The addition of ViaCell's ViaCord® product offering for the preservation of umbilical cord blood and its highly qualified sales and marketing organization are expected to significantly expand PerkinElmer's offerings and reach in neonatal and prenatal markets.
Under the agreement, PerkinElmer will commence a cash tender offer to purchase all of the outstanding shares of ViaCell for $7.25 per share, for an aggregate purchase price of approximately $300 million, or $260 million net of cash. The transaction is expected to close in the fourth quarter of 2007. PerkinElmer anticipates this transaction will be slightly dilutive to its non-GAAP 2008 adjusted earnings per share, and accretive to its non-GAAP 2009 adjusted earnings per share.
"ViaCell has built a high growth business based on innovative umbilical cord blood preservation technology, with a strong, established market presence," said Gregory L. Summe, Chairman and Chief Executive Officer, PerkinElmer, Inc.
"This is an important investment to continue expanding our Genetic Screening business. We are excited by the prospect of combining ViaCell with our existing prenatal and neonatal screening services, with an enhanced ability to reach obstetric professionals and prospective parents throughout the United States," Summe added.
"PerkinElmer is the world leader in neonatal screening solutions, with the ability to screen for more than 50 genetic disorders," added Robert F. Friel, President and Chief Operating Officer, PerkinElmer, Inc. "A growing number of disorders - which today includes blood disorders, such as sickle cell anemia, and metabolic disorders - are treatable using the cord blood stem cells gathered and preserved through ViaCell's ViaCord offering. By bringing both the screening and therapeutic benefits of these two businesses together, we can offer a more comprehensive solution to patients and practitioners."
"We are excited by the opportunity to increase access to our products by leveraging PerkinElmer's global reach and resources," said Marc D. Beer, President and Chief Executive Officer, ViaCell, Inc. "We believe this transaction will maximize value to our shareholders while continuing to accelerate the growth of the ViaCord business and the progress of future product development."
The acquisition has been unanimously approved by the board of directors of each company and is subject to customary closing conditions, including clearance under Hart Scott Rodino.