Roche to Acquire BioVeris for $21.50 Per Share
April 04 2007 - 9:53AM
PR Newswire (US)
GAITHERSBURG, Md., April 4 /PRNewswire-FirstCall/ -- BioVeris
Corporation (NASDAQ:BIOV) announced today that the Company has
reached a definitive agreement under which Roche will acquire
BioVeris for $21.50 per share in cash, or a total of approximately
$600 million. This acquisition will allow Roche Diagnostics to
expand its immunochemistry business from the human diagnostics
field into new market segments such as life science research, life
science development, patient self testing, veterinary testing, drug
discovery, drug development and clinical trials. By acquiring
BioVeris, Roche will own the complete patent estate of the
electrochemiluminescence (ECL) technology deployed in its Elecsys
product line which gives Roche Diagnostics the opportunity to fully
exploit the entire immunochemistry market. Samuel J. Wohlstadter,
Chairman and Chief Executive Officer of BioVeris, said, "We are
pleased that this transaction will deliver substantial value to
BioVeris shareholders. Given the history between the parties and
the scope of Roche's existing diagnostics business, Roche is the
natural buyer for BioVeris. We look forward to working with our
colleagues at Roche to facilitate a timely close and orderly
integration." Severin Schwan, CEO Division Roche Diagnostics, said,
"ECL is a highly innovative technology. In comparison with other
detection technologies ECL offers distinct advantages such as
enhanced sensitivity, short incubation times and broad measuring
ranges. This acquisition ensures that Roche will be able to provide
unrestricted access to all customers and therefore represents a
significant growth opportunity for our immunochemistry business."
The Boards of Directors of Roche and BioVeris have each unanimously
approved the transaction, and the Board of Directors of BioVeris
has recommended that BioVeris shareholders approve the transaction.
Mr. Wohlstadter has entered into a voting agreement with Roche
pursuant to which he has agreed to vote all of his shares,
representing approximately 20% of the shares of BioVeris entitled
to vote, in favor of the transaction. The transaction is subject to
the approval of BioVeris's shareholders, receipt of certain
regulatory approvals and other customary closing conditions.
Subject to satisfaction of these conditions, it is expected that
the transaction will be closed during the third calendar quarter of
2007. In connection with the acquisition by Roche, two newly formed
entities established by Mr. Wohlstadter, will purchase from
BioVeris rights to certain intellectual property and related assets
associated with BioVeris's vaccines research and a non-exclusive
limited license to use the ECL technology. These transactions with
Mr. Wohlstadter were approved by a Special Committee of independent
directors of BioVeris's board. Lehman Brothers is serving as
financial advisor to BioVeris and also provided a fairness opinion.
Houlihan Lokey Howard & Zukin is serving as financial advisor
to the Special Committee of independent directors of BioVeris's
board and provided a fairness opinion regarding the sale of certain
BioVeris intellectual property and related assets to Mr.
Wohlstadter. Skadden, Arps, Slate, Meagher & Flom LLP is
serving as BioVeris's legal counsel. Davis Polk & Wardwell and
Foley & Lardner LLP are serving as Roche's legal counsel. About
BioVeris Corporation BioVeris Corporation is a global health care
and biosecurity company developing proprietary technologies in
diagnostics and vaccinology. The Company is dedicated to the
development and commercialization of innovative products and
services for healthcare providers, their patients and their
communities. BioVeris is headquartered in Gaithersburg, Maryland.
Further information about BioVeris is available at
http://www.bioveris.com/. About Roche Headquartered in Basel,
Switzerland, Roche is one of the world's leading research-focused
healthcare groups in the fields of pharmaceuticals and diagnostics.
As the global leader in biotechnology, Roche contributes on a broad
range of fronts to improving people's health and quality of life by
supplying innovative products and services for the early detection,
prevention, diagnosis and treatment of diseases. Roche is the world
leader in in-vitro diagnostics, the leading supplier of drugs for
cancer and transplantation and a market leader in virology. It is
also engaged in other important therapeutic areas including
autoimmune, inflammatory and metabolic disease and diseases of the
central nervous system. In 2006 sales by the Pharmaceuticals
Division totaled 33.3 billion Swiss francs, and the Diagnostics
Division posted sales of 8.7 billion Swiss francs. Roche employs
roughly 75,000 people worldwide and has R&D agreements and
strategic alliances with numerous partners, including majority
ownership interests in Genentech and Chugai. Additional information
about the Roche Group is available on the Internet at
http://www.roche.com/. IMPORTANT INFORMATION BioVeris Corporation
("BioVeris") will file with the Securities and Exchange Commission
(the "SEC") a current report on Form 8-K, which will include the
merger agreement and related documents. The proxy statement that
BioVeris plans to file with the SEC and mail to stockholders will
contain information about BioVeris, the proposed merger and related
matters. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT
CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN IMPORTANT
INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A
DECISION ABOUT THE MERGER. In addition to receiving the proxy
statement from BioVeris by mail, stockholders will be able to
obtain the proxy statement, as well as other filings containing
information about BioVeris, without charge, from the SEC's website
(http://www.sec.gov/) or, without charge, from BioVeris at
http://www.bioveris.com/. This announcement is not a solicitation
of proxy. PARTICIPANTS IN SOLICITATION BioVeris and its directors
and executive officers and certain other members of management may
be deemed to be participants in the solicitation of proxies in
connection with the merger. Information concerning BioVeris'
participants is set forth in the proxy statement for BioVeris' 2006
annual meeting of stockholders, which was filed with the SEC on
Schedule 14A on July 28, 2006. Additional information regarding the
interests of participants of BioVeris in the solicitation of
proxies in connection with the merger will be included in the proxy
statement to be filed with the SEC. BioVeris' press releases and
other Company information are available at BioVeris' website
located at http://www.bioveris.com/. BioVeris Corporation Safe
Harbor This press release contains forward-looking statements
within the meaning of the federal securities laws that relate to
future events. All statements in this press release that are not
historical facts, including any statements about the markets,
potential markets, market growth, and the proposed merger
transaction with Roche, are hereby identified as "forward-looking
statements." The words "may," "should," "will," "expect," "could,"
"anticipate," "believe," "estimate," "plan," "intend" and similar
expressions have been used to identify certain of the
forward-looking statements. In this press release, BioVeris has
based these forward-looking statements on management's current
expectations, estimates and projections and they are subject to a
number of risks, uncertainties and assumptions that could cause
actual results to differ materially from those described in the
forward-looking statements. Such forward-looking statements should,
therefore, be considered in light of various important factors,
including changes in BioVeris' strategy and business plans; the
utility and customer acceptance of new products; and changes in
general economic, business and industry conditions. The foregoing
sets forth some, but not all, of the factors that could impact upon
BioVeris' ability to achieve results described in any
forward-looking statements. A more complete description of the
risks applicable to BioVeris is provided in the Company's filings
with the Securities and Exchange Commission (SEC) available at the
SEC's web site at http://www.sec.gov/. Investors are cautioned not
to place undue reliance on these forward-looking statements.
Investors also should understand that is not possible to predict or
identify all risk factors and that neither this list nor the
factors identified in BioVeris' SEC filings should be considered a
complete statement of all potential risks and uncertainties.
BioVeris has no obligation to publicly update or release any
revisions to these forward-looking statements to reflect events or
circumstances after the date of this press release. George Migausky
BioVeris Corporation (301) 869-9800, ext. 2013 Jonathan Fassberg
(investors) The Trout Group (212) 477-9007, ext. 16 Andrew
Cole/Lesley Bogdanow (media) Sard Verbinnen & Co (415)
618-8750/(212) 687-8080 DATASOURCE: BioVeris Corporation CONTACT:
George Migausky, of BioVeris Corporation, +1-301-869-9800, ext.
2013; or Investors, Jonathan Fassberg, of The Trout Group,
+1-212-477-9007, ext. 16; or Media, Andrew Cole, +1-415-618-8750,
or Lesley Bogdanow, +1-212-687-8080, both of Sard Verbinnen &
Co, all for BioVeris Corporation Web site: http://www.bioveris.com/
http://www.roche.com/
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