The acquisition expands Qiagen's position as a leading provider of preanalytical and molecular diagnostics solutions to research and diagnostic customers.
The transaction is subject to approval by Gentra's shareholders and other customary closing conditions and is expected to close at end of the second quarter 2006.
Under the terms of the merger agreement, Qiagen will acquire 100% of the outstanding shares of Gentra for approximately US$38 million in cash.
Qiagen expects to incur one-time charges of approximately US$0.02 in EPS at the closing of this transaction.
Based on preliminary analyses and depending on the date of the closing, Qiagen expects this transaction to contribute approximately US$6 million in sales in the second half of 2006.
On an adjusted basis without one-time charges, integration and restructuring costs and amortization of acquired IP the acquisition is expected to be neutral to EPS in 2006 and to be accretive by at least US$0.01 in 2007.
Gentra is focused on the niche market of nucleic acid purification from large scale blood samples up to 10 ml.
Such large samples volumes are processed mostly in biobanking and DNA archiving market segments where Gentra's Puregene® consumables and Autopure LS® instruments hold a strong position.
In addition, Gentra has developed the Purescript®, Versagene™ and Generation® line of nucleic acid purification consumables.
Well documented, long-term DNA stability data of 11 years and efficiency for purification of large DNA molecules are important advantages of the Gentra products and are evidence of Gentra's focus on and commitment to these segments.
The Gentra product line is synergistic with Qiagen's product portfolio and broadens Qiagen's value proposition for customers in areas such as molecular diagnostics, biobanking and translational medicine.
DNA purified from such large scale blood samples with Gentra products is well suited for applications such as Qiagen's PCR-based genotyping, molecular testing products or comparative genomic hybridization (CGH).
In addition, many customers in biobanking and DNA archiving use Qiagen's whole genome amplification technology (WGA) to replicate and thereby immortalize precious samples.
Gentra has placed nearly 100 Autopure LS instruments globally which are recording significant consumable run rates.
Traditionally, biobanking was a confined market niche and mostly targeting population genetics studies.
Qiagen believes that the rapidly emerging trends towards translational medicine and biomedical research are creating a reinforced focus on biobanking and are thereby creating new opportunities for the hereby enlarged Qiagen portfolio of products targeting these segments.
"Gentra is a well established leader in nucleic acid purification consumables and automation for important niche markets such as biobanking and DNA archiving, where larger sample volumes and long term stability are important for customers," said Peer M. Schatz, Qiagen's Chief Executive Officer.
"We believe that this market segment is increasingly attractive due to current trends in molecular diagnostics, biomedical research and translational medicine."
"The Gentra products are very complimentary to Qiagen's product and technology portfolio providing additional solutions to enable large-scale research in biomedical, genomic and molecular diagnostic laboratories."
"The acquisition of Gentra fits into our corporate strategy of expanding our market and technology leadership in preanalytical solutions."
"Gentra's portfolio of consumables and instruments for nucleic acid purification, as well as its strong reputation in an increasingly important market niche are a perfect fit for Qiagen," he continued.
"Qiagen provides a comprehensive direct-sales and service channel as well as a complete and complementary product portfolio to increase the value for customers in these market segments."
"We are very pleased and excited to join forces with Qiagen - the world's leading provider of preanalytical solutions and molecular diagnostic assays," said Dr. Ruth Shuman, Chief Executive Officer and founder of Gentra.
"Given Qiagen's sales and marketing leadership and geographical reach, we believe the combined companies can expand and accelerate, getting our technologies into the market and into the hands of more customers."
"Qiagen's global presence, its recognized excellence and its operational strength make Qiagen a perfect partner."