Acquisition of Life Sciences Instrumentation Businesses
DHR to Acquire Life Sciences Instrumentation Businesses from MDS Inc. and Life Technologies Corp.
Danaher Corporation (NYSE: DHR) today announced that it has signed a definitive agreement with MDS Inc. (TSX: MDS; NYSE: MDZ) to acquire the Analytical Technologies division of MDS, which includes a 50% ownership position in Applied Biosystems/MDS Sciex joint venture (“SCIEX”), a mass spectrometry business, and a 100% ownership position in the former Molecular Devices Corporation, a bioresearch and analytical instrumentation company.
September 02, 2009
Danaher Corporation (NYSE: DHR) today announced that it has signed a definitive agreement with MDS Inc. (TSX: MDS; NYSE: MDZ) to acquire the Analytical Technologies division of MDS, which includes a 50% ownership position in Applied Biosystems/MDS Sciex joint venture ("SCIEX"), a mass spectrometry business, and a 100% ownership position in the former Molecular Devices Corporation, a bioresearch and analytical instrumentation company. In a separate, but related transaction, Danaher also announced that it has signed a definitive agreement with Life Technologies Corporation (Nasdaq: LIFE) to acquire the remaining 50% ownership position in SCIEX. After completion of both transactions, Danaher will own outright SCIEX and Molecular Devices. The aggregate purchase price for the combined transactions is $1.1 billion, including debt assumed and net of cash acquired.
SCIEX is a leading designer and manufacturer of mass spectrometers, highly sensitive and sophisticated instruments used by researchers and clinicians to identify and quantify specific molecules in complex samples. SCIEX sells into the research, applied and clinical markets. Typical applications include proteomics research, drug development, food and environmental safety testing and diagnostics testing. Customers include academic and research institutions, pharmaceutical development labs primarily supporting clinical trials, testing and reference labs and hospitals. Molecular Devices supplies high-performance bio-analytical instrumentation systems and consumables that accelerate and improve research productivity and effectiveness in life science research and drug discovery.
The acquired businesses will operate within Danaher's Medical Technologies segment, joining Danaher's Leica, Radiometer, Sybron, and KaVo businesses, and will expand the segment's annual revenues by more than $650 million. The acquired businesses will increase Danaher's life sciences and diagnostics annual revenues to more than $2 billion. Danaher's Medical Technologies brands are some of the most highly recognized in each of their respective product segments. Danaher's President and CEO, H. Lawrence Culp, Jr., said, "SCIEX is the market leader in mass spectrometry and its instruments address the needs of a broad scientific community involved in many applications including the research, applied and clinical markets. Additionally, Molecular Devices is known for high-quality, innovative products in the segments it serves. We are excited about the opportunity to acquire two leading brands in the life sciences instrumentation market, which will complement our existing Medical Technologies businesses and present an attractive value creation opportunity."
The transaction with MDS Inc. is subject to approval of the MDS shareholders. Both transactions are subject to regulatory approval and customary closing conditions, including the absence of material adverse change with respect to the acquired businesses. Danaher expects the transactions to close in the fourth quarter of 2009.
Danaher will host a conference call to discuss the transactions on September 2, 2009 at 8:30 AM ET. The U.S. dial-in number is 888-516-2435; the international dial-in number is 719-457-2637; with reference ID Code 8896948. A telephone replay will be available by dialing 888-203-1112 in the US; and 19-457-0820 internationally; with ID Code 8896948. The replay will be available through September 6, 2009. The conference call and replay will also be available via webcast in the Investor section of www.danaher.com.
Danaher (NYSE:DHR), based in Washington. D.C., is a diversified technology leader that designs, manufactures, and markets innovative products and services to professional, medical, industrial, and commercial customers. Our portfolio of premier brands is among the most highly recognized in each of the markets we serve. Driven by strong core values and a foundation provided by the Danaher Business System, our 50,000 associates serve customers in more than 125 countries and generated $12.7 billion of revenue in 2008. For more information please visit our website: www.danaher.com.
Statements in this document that are not strictly historical, including statements regarding the proposed acquisition, the expected timetable for completing the transactions, future financial and operating results, benefits and synergies of the transactions, future opportunities for the combined company and any other statements about managements' future expectations, beliefs, goals, plans or prospects, may constitute forward looking statements. These are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements. These factors include, among other things: general economic conditions and conditions affecting the industries in which SCIEX and Molecular Devices operate; the uncertainty of regulatory approvals; the parties' ability to satisfy the closing conditions and consummate the transactions; Danaher's ability to successfully integrate SCIEX and Molecular Devices operations and employees with Danaher's existing business; and the ability to realize anticipated growth, synergies and cost savings. Additional information regarding factors that may cause actual results to differ materially from these forward-looking statements is available in Danaher's SEC filings, including Danaher's 2008 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended July 3, 2009. These forward-looking statements speak only as of the date of this release and Danaher does not assume any obligation to update any forwardlooking statement.