25.04.2006 10:00:00
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Millipore Corporation to Acquire Serologicals Corporation; Transaction Will Create $1.4 Billion Life Science Leader; Combined Company Will Have Higher Revenue Growth and Profitability Profile
Millipore Corporation (NYSE: MIL) and Serologicals Corporation(NASDAQ: SERO) announced today that their boards of directors haveapproved a definitive agreement whereby Millipore will acquireSerologicals for $31.55 per share in an all cash transaction. Theacquisition will transform Millipore into a company with combinedannual revenues of $1.4 billion, based on 2006 full year projections.Assuming stable foreign exchange rates, Millipore believes 2007revenues for the combined company will grow between 9 and 11 percentover 2006 pro forma revenues.
The strategic combination of Millipore and Serologicals willsignificantly strengthen Millipore's Bioscience Division by giving itleading positions in high growth segments such as drug discoveryproducts and services, antibodies, cell biology reagents, and stemcell research. Millipore expects to increase sales of Serologicals'products in international markets such as Europe, Asia and Japan,where Millipore has a significant presence. Millipore's BioprocessDivision will gain a cell culture supplements offering that willfacilitate its entry into the $1 billion upstream bioprocessingmarket. As a result, Millipore will be the only company in theindustry that can offer both upstream cell culture and downstreamseparation offerings for biopharmaceutical production, furtherstrengthening its relationships with biotechnology and pharmaceuticalcustomers.
The combined organization of approximately 5,800 employees willhave significantly expanded R&D capabilities and a worldwide sales andservice organization of approximately 1,200 professionals selling abroad portfolio of complementary products.
Transaction Details
Under the terms of the agreement, Serologicals shareholders willreceive $31.55 in cash for each share of Serologicals common stockthey own. The total value of the transaction, including the assumptionof the projected debt at closing, is estimated at approximately $1.4billion. The transaction, which Millipore expects to close by June 30,2006, is subject to Serologicals shareholder approval, customaryregulatory approvals, and other conditions in the merger agreement.Millipore intends to finance the transaction with a combination ofcash on hand and debt. The transaction is not subject to a financingcondition. However, Millipore has obtained a commitment for thefinancing necessary to complete the acquisition from UBS InvestmentBank who is also acting as Millipore's exclusive financial advisor inconnection with the transaction. J. P. Morgan Securities, Inc. isacting as Serologicals' exclusive financial advisor in connection withthe transaction.
Martin Madaus, Chairman, President, and CEO of Millipore said,"Our acquisition of Serologicals is transformational. This move willsignificantly increase our life sciences footprint and will advancemany of our strategic objectives. Serologicals and Millipore are twoof the fastest growing companies in our sector, and our combinationwill create a company with very attractive growth and profitability.Serologicals participates in a number of high-growth market segmentsand brings a portfolio of innovative, higher margin products that canbe sold through our combined, global sales organization. With theaddition of Serologicals' R&D capabilities, we will also be able topursue new markets and bring together the applications expertise ofboth companies to generate value for customers."
He added, "The addition of Serologicals' differentiated researchproducts and services will make Millipore's Bioscience Division a morestrategic supplier with a broad range of solutions for the lifescience industry. We will advance our customers' research byoptimizing workflows from sample preparation, to developing andperforming assays, to analyzing results. The addition of cell culturesupplements to our Bioprocess Division will make Millipore the onlycompany in the industry that can provide upstream cell culture anddownstream separation offerings to our biopharmaceutical customers.Our comprehensive offering will include process development andscale-up, upstream processing, downstream filtration, and ongoingcompliance monitoring and testing. We welcome the employees ofSerologicals to Millipore, and we are excited about the depth ofknowledge and experience they will bring to the Company."
David A. Dodd, President and CEO of Serologicals said, "We arepleased with the company we built at Serologicals and are proud of ourtrack record of achieving revenue growth, increasing profitability,and delivering value to our customers. We believe that our combinationwith Millipore represents an excellent opportunity to achieveattractive long-term growth, enhance product development, and developa closer partnership with all of our customers in the life sciencesand biopharmaceutical markets. Millipore is one of the most respectedfranchises in the life science industry and joining an industry leaderwill create opportunities for Serologicals employees, as part of thelarger, combined organization." Mr. Dodd will assist in the successfultransition and will then depart from the company.
Serologicals Pre-Announces First Quarter 2006 Financial Results
Serologicals is pre-announcing anticipated financial results forthe first quarter ended April 2, 2006. Revenues, diluted earnings pershare and pro forma diluted earnings per share are expected to be$55.0 million, $0.08 per share and $0.14 per share, respectively. Proforma diluted earnings per share exclude an expected $0.04 per sharefor amortization, $0.01 per share for acquisition integration costs,$0.02 per share for expenses for stock-based compensation and $(0.01)per share, net, related to one time charges for impairment, exitingcosts and gain on sale of long-lived assets. We expect to releasecomplete financial results and reconciliations between GAAP resultsand pro forma results for the first quarter of 2006 at the close ofbusiness on Tuesday, April 25, 2006.
As the result of our numerous acquisitions and other strategiccorporate activities over the past five years, we provide pro formaresults that exclude acquisition amortization, other acquisitionrelated costs, expenses for stock-based compensation and otherone-time charges. We also provide pro forma information as an additionto, and not as a substitute for, financial measures presented inaccordance with GAAP. We believe the pro forma presentation is abeneficial supplemental disclosure to investors in analyzing andassessing our past and future performance. Reconciliations betweenGAAP results and the pro forma information will be presented in tablesattached to our complete financial results, when they are released,and will be posted on our web site (www.serologicals.com) under theInvestor Relations tab by the close of business on Tuesday April 25,2006.
"We are extremely pleased with the start to 2006 and expectrevenue and pro forma earnings will exceed our expectations and theconsensus analyst expectations for the first quarter of 2006. Weexpect to achieve significant gross margin improvement as the resultof changes in product mix, implementation of lean manufacturinginitiatives and the impact of our plant rationalization efforts. Whilewe continue to invest additional amounts in research and development,we also continue to leverage our overhead structure. Selling, generaland administrative costs are expected to decline as a percentage ofrevenue as we saw the benefits of technology enhancements and overallspending controls. In addition, we are off to a strong start in thesecond quarter and excited about the outlook for 2006," said David A.Dodd, President and CEO.
Conference Call
Millipore will host a conference call and web cast to discuss itsSerologicals acquisition, quarterly financial results, businessoutlook, and related corporate and financial matters at 9:00 a.m.Eastern Time (ET) today, April 25, 2006. The live dial-in number forthe call is (877) 216-6455 for domestic callers and (706) 634-2433 forinternational callers. The call can be accessed through Millipore'swebsite: http://www.Millipore.com. A replay of the call will bearchived on the Investor Relations section of the website and willalso be available via telephone by dialing (800) 642-1687 or (706)645-9291 and entering confirmation code: 7911287. The telephonicreplay will be available beginning at 11:00 a.m. ET on April 25, 2006until 8:00 p.m. ET on May 5, 2006.
Serologicals will not hold the previously announced earningsconference call that was scheduled for Thursday, April 27, 2006.
Serologicals Corporation, headquartered in Atlanta, GA, is aglobal leader in developing and commercializing consumable biologicalproducts, enabling technologies and services in support of biologicalresearch, drug discovery, and the bioprocessing of life-enhancingproducts. Serologicals' customers include researchers at major lifescience companies and leading research institutions involved in keydisciplines, such as neurology, oncology, hematology, immunology,cardiology, proteomics, infectious diseases, cell signaling and stemcell research. In addition, Serologicals is the world's leadingprovider of monoclonal antibodies for the blood typing industry.Serologicals employs approximately 1,000 people worldwide and reportedrevenues of $275 million in 2005. For additional information onSerologicals Corporation, please visit our website:www.serologicals.com.
About Millipore Corporation
Millipore Corporation, headquartered in Billerica, MA, is aleading bioprocess and bioscience products and services company,organized into two divisions. The Bioprocess division offers solutionsthat optimize development and manufacturing of biologics. TheBioscience division provides high performance products and applicationinsights that improve laboratory productivity. Millipore has a deepunderstanding of its customers' research and manufacturing processneeds, and offers reliable and innovative tools, technologies andservices. Millipore employs approximately 4,800 people worldwide andreported revenues of $991 million in 2005. For additional informationon Millipore Corporation, please visit its website: www.Millipore.com.
Statement Regarding Use of Non-GAAP Measures
The financial results that we report on the basis of GAAP includesubstantial cash and non-cash charges and tax benefits related toacquisitions, to the integration of acquired businesses with existingbusinesses, to expenses for stock-based compensation and to otherone-time events. We present pro forma financial information in thispress release because we believe that the information is a beneficialsupplemental disclosure to investors in analyzing and assessing ourpast and future performance. We believe that the pro forma financialinformation is useful because, among other things, by eliminating theeffect of one-time acquisition and integration costs and otherone-time events and the related tax benefits, it provides anindication of the profitability and cash flows of the acquiredbusinesses and our on-going operations.
The pro forma financial information, excluding acquisition relatedamortization and other one-time costs, is limited because it does notreflect the entirety of our business costs. Therefore, we encourageinvestors to consider carefully our results under GAAP, as well as ourpro forma disclosures and the reconciliation between thesepresentations to more fully understand our business. Reconciliationsbetween GAAP results and the pro forma information will be presentedin tables attached to our complete financial results, when they arereleased, and will be posted on our web site (www.serologicals.com)under the Investor Relations tab by the close of business on TuesdayApril 25, 2006.
Safe Harbor Statement
This release contains certain "forward-looking statements" withinthe meaning of the Private Securities Litigation Reform Act of 1995,including, among other things, statements regarding the transactionpursuant to which we will be acquired by Millipore, the financing forsuch transaction, the expected closing date of such transaction andthe effect of such transaction on us, our employees and our customers.Forward-looking statements are only predictions and are not guaranteesof performance. Forward-looking statements are based on currentexpectations of future events and are based on our current views andassumptions regarding future events and operating performance. Youshould not place undue reliance on forward-looking statements, sincethe statements speak only as of the date that they are made, and weundertake no obligation to publicly update these statements based onevents that may occur after the date of this press release.
Additional Information and Where to Find It
In connection with the proposed merger and required stockholderapproval, Serologicals Corporation will file a proxy statement withthe U.S. Securities and Exchange Commission (the "SEC"). INVESTORS ANDSECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHERRELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILLCONTAIN IMPORTANT INFORMATION ABOUT SEROLOGICALS AND THE MERGER.Investors and security holders may obtain free copies of thesedocuments (when they are available) and other documents filed with theSEC at the SEC's web site at www.sec.gov. In addition, the documentsfiled by Serologicals with the SEC may be obtained free of charge bycontacting Serologicals at Serologicals Corporation, Attn: PublicAffairs, 5655 Spalding Drive, Norcross, Georgia 30092, Telephone:678-728-2018. Our filings with the SEC are also available on ourwebsite at www.serologicals.com.
Participants in the Solicitation
Serologicals and its officers and directors may be deemed to beparticipants in the solicitation of proxies from Serologicals'stockholders with respect to the merger. Information aboutSerologicals' executive officers and directors and their ownership ofSerologicals' stock is set forth in the proxy statement forSerologicals' 2006 Annual Meeting of Shareowners, which was filed withthe SEC on April 7, 2006. Investors and security holders may obtainmore detailed information regarding the direct and indirect interestsof Serologicals and its respective executive officers and directors inthe acquisition by reading the preliminary and definitive proxystatements regarding the merger, which will be filed with the SEC.
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