Danaher To Acquire Cepheid For $53 Per Share In Cash

(RTTNews) - Danaher Corp. (DHR) Tuesday said it has signed a definitive merger agreement to acquire Cepheid (CPHD) for $53 per share in cash, or a total enterprise value of approximately $4 billion including indebtedness and net of acquired cash. The offer represents approximately a 54 percent premium to Cepheid's common stock over the closing price on September 2.

Danaher expects the acquisition to be moderately dilutive to net earnings per share and approximately $0.05 accretive to adjusted net earnings per share in the first full year post acquisition. In the fifth full year post acquisition, the Company expects the acquisition to be approximately $0.30 accretive to adjusted net earnings per share.

The acquisition has been unanimously approved by the Board of Directors of each company, and the Cepheid Board of Directors has unanimously recommended its shareholders to approve the transaction. The deal is expected to be completed around the end of calendar year 2016.

Sunnyvale, California - based Cepheid is an innovative global molecular diagnostics company and will become part of Danaher's $5 billion Diagnostics segment, joining the Company's Beckman Coulter, Leica Biosystems and Radiometer businesses.

Cepheid generated annual revenues of $539 million in 2015 and expects to generate $618 to $635 million in revenues in 2016.

Danaher's President and CEO, Thomas Joyce, Jr., said, "Cepheid's extensive installed base, test menu and innovative product offering contribute to its market leadership in molecular diagnostics and we expect it to strengthen our position in this high-growth segment."

Further Joyce Jr. noted that Cepheid will be well-positioned to improve operational efficiencies, significantly expand margins and drive long-term growth. We look forward to welcoming the Cepheid team to Danaher."

Danaher expects to finance the transaction with available cash and proceeds from the issuance of debt.

Fenwick & West LLP is Cepheid's legal advisor, while Goldman, Sachs & Co. is acting as Cepheid's exclusive financial advisor.