Quidel Announces Revised Agreement for Its Pending Acquisition of Alere’s B-type Naturietic Peptide (BNP)
Assay Business Run on Beckman Coulter Analyzers
Revised agreement reflects Quidel’s direct commercial responsibility for all Beckman Coulter BNP sales
globally, while the business arrangement for the pending acquisition of Alere’s Triage ® MeterPro
assets is substantially unchanged
Transaction Highlights:
- Parties entered into amended and restated agreements for Quidel’s acquisition of both businesses.
Business arrangement of previously announced transaction to purchase the Triage ® MeterPro
cardiovascular and toxicology assets from Alere Inc. remains substantially unchanged.
- Revised BNP acquisition agreement provides Quidel direct commercial responsibility after the
purchase for all sales globally of Alere’s BNP assay business run on Beckman Coulter analyzers.
- The total cash consideration for both businesses will now be up to $680 million, comprised of the
previously announced $400 million purchase price for the Triage business, $40 million in contingent consideration and $240
million in deferred consideration for the BNP business.
- Accretive transactions designed to extend Quidel’s market leadership and position it for future
growth.
Quidel Corporation (NASDAQ: QDEL) (“Quidel”), a provider of rapid diagnostic testing solutions, cellular-based virology
assays and molecular diagnostic systems, announced a revised definitive agreement with Alere Inc. for its pending acquisition of
Alere’s BNP assay business run on Beckman Coulter analyzers (“BNP business”) under which post-acquisition Quidel will undertake
direct commercial responsibility for all such BNP sales globally, while the pending acquisition of Alere’s Triage ® MeterPro cardiovascular (CV) and toxicology assets (“Triage business”) remains substantially unchanged. These
businesses are being divested by Alere pending antitrust approvals required for Abbott’s pending acquisition of Alere. The
acquisitions by Quidel are subject to the completion of Abbott’s acquisition of Alere, as well as regulatory approvals and other
customary closing conditions.
Estimated trailing twelve-month revenues through June 2017 for the BNP business under the revised deal terms were $107 million.
Total actual revenues for all of the acquired businesses in 2016 was $245 million compared to $197 million under the previously
structured transactions.
The transactions will be funded through a combination of cash on hand and committed financing. Quidel now expects the
transactions to close within 30 days after Abbott’s close of the Alere acquisition, which is expected to occur by September 30,
2017.
“Through the updated acquisition agreements, we will undertake direct commercial responsibility for the BNP assay business
globally, representing an enhanced revenue and EBITDA contribution opportunity post-close. We believe that we are on track to close
the acquisition of the Triage and BNP businesses within 30 days of Abbott’s close of the Alere acquisition,” stated Douglas
Bryant, president and chief executive officer of Quidel Corporation. “We believe there are substantial benefits to be realized
as we bring these strong businesses together, further establishing Quidel’s platform for growth and shareholder value creation
opportunities.”
Summary Terms of Acquisition Agreements and Financing
Quidel will acquire the Triage business, including real estate for the San Diego Triage facilities, and the global BNP business
for a total consideration of up to $680 million, comprised of the previously announced $400 million purchase price for the Triage
business, $40 million in contingent consideration for the EEA BNP business, and $240 million in deferred consideration for the
rest-of-world BNP business.
The company expects to finance the acquisitions with cash plus committed financing from Bank of America Merrill Lynch and J.P.
Morgan Chase Bank.
The transactions are subject to other terms and conditions set forth in the acquisition agreements, which Quidel will file
shortly with the SEC on Form 8-K.
Advisors
Perella Weinberg Partners LP acted as exclusive financial advisor to Quidel in these transactions. Gibson, Dunn & Crutcher
LLP acted as legal advisor.
Conference Call
Quidel will host a conference call beginning at 9:00 AM EDT / 6:00 AM PDT on September 18, 2017. The conference call may be
accessed by dialing (877) 930-5791 from the U.S. or (253) 336-7286 if dialing internationally, and using the required pass code
87610475. The live conference call can also be accessed by logging into the company’s investor relations website at http://ir.quidel.com/. Interested parties are invited to listen to the webcast. In addition, a presentation will
be posted on Quidel’s website and referred to during the conference call. A replay of the webcast will be available on the
company’s website immediately following the conclusion of the call or by dialing (855) 859-2056 from the U.S. or (404) 537-3406 for
international callers, and entering pass code 87610475.
About Quidel Corporation
Quidel Corporation serves to enhance the health and well-being of people around the globe through the development of diagnostic
solutions that can lead to improved patient outcomes and provide economic benefits to the healthcare system. Marketed under the
Sofia®, QuickVue®, D3® Direct Detection, Thyretain® and InflammaDry® leading brand names, as well as under the new Solana®,
AmpliVue® and Lyra® molecular diagnostic brands, Quidel’s products aid in the detection and diagnosis of many critical diseases and
conditions, including, among others, influenza, respiratory syncytial virus, Strep A, herpes, pregnancy, thyroid disease and fecal
occult blood. Quidel’s research and development engine is also developing a continuum of diagnostic solutions from advanced
lateral-flow and direct fluorescent antibody to molecular diagnostic tests to further improve the quality of healthcare in
physicians’ offices and hospital and reference laboratories. For more information about Quidel’s comprehensive product portfolio,
visit quidel.com.
Forward-Looking Statements
This press release contains certain forward-looking statements. These matters are subject to risks and uncertainties that
could cause actual results to differ materially from those projected, anticipated or implied. These risks and uncertainties
include: the ability to successfully consummate the transactions contemplated by the amended and restated Triage Purchase Agreement
and the amended and restated BNP Purchase Agreement on a timely basis, if at all, including the satisfaction of the closing
conditions of the transactions (including consummation of Abbott’s acquisition of Alere); the ability to receive all regulatory
approvals for the transactions contemplated by the amended and restated Triage Purchase Agreement and the amended and restated BNP
Purchase Agreement on a timely basis, if at all, including receipt of all consents of the Federal Trade Commission required for the
consummation of the transactions contemplated by the amended and restated BNP Agreement within twenty-five days after the
consummation of Abbott’s acquisition of Alere; the ability to satisfy the conditions of and obtain financing to complete the
acquisition contemplated by the amended and restated Triage Purchase Agreement; the conditions of the credit markets and the
Company’s ability to fund the transactions on acceptable terms; the risk that disruptions will occur from the transactions that
will harm the Company’s business, the Triage business or the BNP business; any disruptions or threatened disruptions to the
relationships of the Company, the Triage business or the BNP business with their respective distributors, suppliers, customers and
employees; the Company’s ability to manage the foreign expansion; the receipt of regulatory approvals or clearances relating to the
Triage business or the BNP business, or any loss of previously received regulatory approvals or clearances; a significant reduction
in sales of the Triage business or BNP business, or increase in costs, expenses or other charges incurred by, relating to or
arising from such businesses; the inability to achieve anticipated financial results from the acquired businesses; and the
Company’s ability to successfully integrate the acquired businesses into the Company’s operations, including its ability to realize
anticipated synergies and operational improvement. Forward-looking statements are based on management’s expectations as well
as estimates and assumptions prepared by management that, although they believe to be reasonable, are inherently uncertain.
The Company is subject to additional risks and uncertainties described in the Company’s annual report on Form 10-K and
subsequent quarterly reports on Form 10-Q. You are cautioned not to place undue reliance on these forward-looking
statements, which reflect management’s analysis and expectations only as of the date of this press release. We undertake no
obligation to publicly release the results of any revision or update of the forward-looking statements, except as required by
law.
For Quidel Corporation
Randy Steward, 858-552-7931
Chief Financial Officer
or
Angie Mazza, 312-690-6006
amazza@clermontpartners.com
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