Continuing its strategy of delivering disruptive single-cell analysis
capabilities to life science researchers around the world, Fluidigm
Corporation (NASDAQ:FLDM) has entered into a definitive agreement to
acquire DVS Sciences, Inc. (DVS) to create a single-cell technology
powerhouse. Combined with DVS, Fluidigm will be able to offer a
comprehensive portfolio of advanced technologies serving the rapidly
growing single-cell genomics and proteomics markets.
DVS is best known for its multi-parameter single-cell protein analysis
systems. DVS’s principal product is the CyTOF®2 Mass Cytometer, which
analyzes antibody/metal complexes using atomic mass spectrometry. The
technology enables high-parameter single-cell protein analysis for
applications in biological research.
The acquisition consideration of approximately $207.5 million consists
of a combination of Fluidigm common stock and cash. Fluidigm expects to
fund the cash portion of the acquisition consideration primarily using
proceeds from a proposed convertible notes offering. Subject to
customary closing conditions, the transaction is currently expected to
close in February 2014, at which point DVS would become a wholly-owned
subsidiary of Fluidigm.
“We have long been interested in companies whose technologies are
directly in-line with our strategy, have strong top-line growth, and
whose management teams fit Fluidigm culturally and would be committed to
the success of the combined enterprise. We waited for the perfect fit
and believe we have found such a gem with DVS Sciences,” said Gajus
Worthington, Fluidigm President and Chief Executive Officer. “DVS’s mass
cytometry technology combines the advantages of high-throughput flow
cytometry with the accuracy and resolution of mass spectrometry,
enabling high-parameter single-cell protein analysis. We believe the
acquisition of DVS will increase Fluidigm’s single-cell revenue
immediately, as well as increase our addressable market to include the
approximately $300 million high-end research flow cytometry segment. It
also expands our analytical breadth to include single-cell protein
analysis.”
“The merger of DVS with Fluidigm will provide exciting new product
synergies around single-cell analysis for our customers as well as
increased support networks and a wider reach into new markets,” said Joe
Victor, President and Chief Executive Officer of DVS. “DVS is excited to
be able to have the opportunity to jointly develop with Fluidigm new
technologies, products and applications for our target life sciences
markets.”
“At DVS, our goal has been to accelerate life sciences research and
transform drug discovery via high-parameter bio-analysis. Early on we
recognized that studying biology at the single-cell level provides new
and important scientific insight. Researchers increasingly need high
dimensional, single-cell analysis. The combination of DVS’s technology
for protein analysis and Fluidigm’s technology for nucleic acid analysis
provides researchers with solutions that could transform single-cell
analysis for life sciences research, drug development, and potentially
diagnostics,” said Dr. Scott Tanner, DVS’s Chief Technology Officer and
Co-Founder. “We are delighted to join Fluidigm to champion the power of
single-cell analysis and help pave the way for future breakthrough
discoveries in biology.”
Several members of DVS’s management, operations and research and
development teams – including Co-Founders Tanner, Dmitry Bandura, and
Vladimir Baranov will join Fluidigm, subject to closing of the merger,
to drive the integration of the organizations and support the continued
growth of the combined business into the future.
Piper Jaffray & Co. is acting as exclusive financial advisor to Fluidigm
and Wilson Sonsini Goodrich & Rosati P.C. is serving as Fluidigm's legal
counsel. Jefferies LLC is acting as exclusive financial advisor to DVS
and Latham & Watkins LLP is serving as DVS's legal counsel.
Conference Call Information
Fluidigm will host a conference call today, January 29, 2014 at 8:30
a.m. Eastern Time. The call can be accessed by calling (877) 556-5248
(domestic toll-free) or (720) 545-0029 (international toll). Fluidigm
will also provide a live webcast of its conference call for investors
at: http://investors.fluidigm.com/events.cfm.
The conference call will be archived on Fluidigm’s investor’s page at: http://investors.fluidigm.com.
Information on, or that can be accessed through, Fluidigm’s website is
not incorporated by reference into this press release.
Forward-Looking Statements
In order to provide Fluidigm’s investors with an understanding of our
current intentions and future prospects, this release contains
statements that are forward-looking within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements regarding
Fluidigm’s proposed acquisition of DVS Sciences, Inc., the prospects for
the combined company, the market opportunity for Fluidigm and DVS
Sciences’ products, Fluidigm’s expectations for the development of the
single-cell genomics market and introduction of new products in such
market and the future growth of our business, and Fluidigm’s proposed
offering of convertible notes. Any statements contained in this press
release that are not statements of historical fact may be deemed to be
forward-looking statements. Words such as “believes,” “anticipates,”
“plans,” “expects,” “will,” “intends,” “potential,” “possible” and
similar expressions are intended to identify forward-looking statements.
Forward-looking statements involve risks and uncertainties related to
the acquisition, the respective businesses of Fluidigm, DVS Sciences,
and the combined company if the acquisition is completed, and the
general economic environment. Forward-looking statements are subject to
numerous risks and uncertainties that could cause actual results to
differ materially from currently anticipated results, including but not
limited to risks arising from the acquisition, such as our lack of
experience in acquiring and integrating new businesses; risks relating
to the integration of DVS Sciences’s business and operations with those
of Fluidigm; the possibility that we will not realize anticipated
revenue and potential operating expense synergies of the proposed
acquisition; the possible loss of key employees, customers, or suppliers
as a result of uncertainty caused by the announcement of the proposed
acquisition; intellectual property risks arising from the acquisition,
including risks relating to maintaining material in-licensed
intellectual property rights; and risks that the acquisition may not be
completed. In addition, Fluidigm’s business and that of DVS Sciences are
subject to numerous additional risks and uncertainties, including, among
others, risks relating to market acceptance of our products; our ability
to successfully launch new products and applications; competition; our
sales, marketing and distribution capabilities; our planned sales,
marketing, and research and development activities; reduction in
research and development spending or changes in budget priorities by
customers; interruptions or delays in the supply of components or
materials for, or manufacturing of, our products; seasonal variations in
customer operations; unanticipated increases in costs or expenses; and
risks associated with international operations. Information on these and
additional risks, uncertainties, and other information affecting our
business and operating results are contained in our Quarterly Report on
Form 10-Q for the quarter ended September 30, 2013, and our other
filings with the Securities and Exchange Commission, including the
Registration Statement on Form S-3ASR to be filed with the Securities
and Exchange Commission on the date of this press release. These
forward-looking statements speak only as of the date hereof. Fluidigm
Corporation disclaims any obligation to update these forward-looking
statements except as may be required by law.
About Fluidigm
Fluidigm (NASDAQ:FLDM) develops, manufactures, and markets microfluidic
systems to leading academic institutions, clinical laboratories, and
pharmaceutical, biotechnology, and agricultural biotechnology companies
in growth markets, such as single-cell genomics, applied genotyping, and
sample preparation for targeted resequencing. Fluidigm’s proprietary
microfluidic systems consist of instruments and consumables, including
18 different commercial integrated fluidic circuits for nucleic acid
analysis, and three families of assay chemistries. These systems are
designed to significantly simplify experimental workflow, increase
throughput, and reduce costs, while providing the excellent data quality
demanded by customers. Fluidigm products are provided: For Research Use
Only. Not for use in diagnostic procedures.
Fluidigm and the Fluidigm logo are trademarks or registered trademarks
of Fluidigm Corporation.
About DVS Sciences, Inc.
DVS Sciences, Inc. manufactures and globally distributes novel
bioanalytical solutions for use in biomarker discovery, biological
research and potential future use in clinical applications. The patented
multi-parameter technology comprises a high-throughput mass cytometer
for quantitative individual cell analysis, CyTOF, and the suite of
stable isotope-tagged panel kits and reagents. The CyTOF platform
overcomes the limitations of conventional flow cytometry, simplifies
sample preparation, and can simultaneously identify up to 100 biomarkers
with high resolution and wide dynamic range. CyTOF systems are installed
in leading laboratories across the U.S., Canada, Europe and Asia. DVS
Sciences has its global headquarters and reagent kit manufacturing in
Sunnyvale, California with a R&D and instrument manufacturing facility
near Toronto, Canada and a sales/support office in the UK.
DVS Sciences and CyTOF are trademarks or registered trademarks of DVS
Sciences, Inc.
Copyright Business Wire 2014