-
Transaction enhances global leadership position in molecular
imaging and detection for Human and Environmental Health
-
Creates opportunity to significantly expand global delivery of
compelling customer solutions in a broad range of high-growth end
markets
-
Combined R&D expertise and intellectual property to accelerate
innovation
WALTHAM, Mass.--(BUSINESS WIRE)--
PerkinElmer,
Inc. (NYSE: PKI), a global leader focused on improving the health
and safety of people and the environment, today announced that it has
signed a definitive agreement to acquire Caliper
Life Sciences, Inc. (NASDAQ: CALP), a Hopkinton, Massachusetts-based
leader in imaging and detection solutions for life sciences research,
diagnostics and environmental markets, for $10.50 per share, for a total
net purchase price of approximately $600 million in cash.
Robert F. Friel, chairman and chief executive officer, PerkinElmer,
said, "The acquisition of Caliper Life Sciences brings innovative
molecular imaging and detection technologies to our portfolio,
complementing our world-leading offerings in life science, diagnostics,
environmental and food markets."
Friel added, "The R&D, application expertise, and intellectual property
of the combined organization will provide our customers with enhanced
knowledge and services and a strong pipeline of innovation.
Additionally, the proven leadership and talent of the Caliper team will
be a strong addition to our organization."
The combined technology platforms will expand PerkinElmer's deep
portfolio of solutions and services for global customers including:
-
Broader offerings for molecular, cellular, animal and tissue imaging
to enable translational medicine research;
-
Addition of a world-leading microfluidics platform for genomics and
proteomics applications, for improved detection and screening through
low sample use and efficiency;
-
High-value sample preparation technologies for key scientific workflow
areas such as Next Generation DNA Sequencing;
-
More comprehensive solutions and services for identification of
therapeutic response, biotherapeutics development and biologics QA/QC;
-
Platform technology additions to drive expansion into attractive areas
such as detection for environmental contaminants and food pathogens;
and
-
Broadening services capabilities, leveraging multi-vendor asset
management, custom research, and profiling for contaminants and
adverse effects.
Kevin Hrusovsky, chief executive officer, Caliper Life Sciences, noted,
"We are delighted to become part of PerkinElmer. For 10 years, Caliper
has partnered with strategic customers to develop a compelling suite of
discovery technologies for broad life science applications."
Hrusovsky added, "I am excited by both PerkinElmer's ability to leverage
its global reach for the delivery of solutions and the opportunity to
accelerate the development of important advances that make a difference
in improving human and environmental health. I am confident this is the
correct strategic direction at this time for Caliper customers,
shareholders and employees, and we are looking forward to becoming part
of one of the leading companies in our industry."
Hrusovsky is anticipated to join the PerkinElmer senior leadership team
following the close of the transaction.
The total purchase price represents a premium of 42% for Caliper Life
Sciences shareholders, relative to the closing price of $7.39 on
Wednesday, September 7, 2011, the last trading day prior to today's
announcement. The acquisition has received the unanimous support of the
Boards of Directors of both companies, and is expected to close in the
fourth quarter of 2011. The transaction is expected to be dilutive to
PerkinElmer's 2012 GAAP earnings per share by approximately $0.05 and
accretive to PerkinElmer's 2012 First Call consensus adjusted earnings
per share by approximately $0.08.
The transaction is subject to customary closing conditions, including
approval of Caliper Life Sciences stockholders, and the expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act.
In connection with the transaction, Bank of America Merrill Lynch and
Rothschild acted as financial advisors to PerkinElmer. Perella Weinberg
Partners acted as exclusive financial advisor to Caliper Life Sciences,
Inc., and provided a fairness opinion to the Caliper Life Sciences Board
of Directors.
Conference Call Information
A conference call will be held on Thursday, September 8, 2011 at 8:30 am
ET.
To access the call, please dial (857) 350-1671 prior to the scheduled
conference call time and provide the access code 90595665. A playback of
this conference call will be available for two weeks, beginning at 11:30
am ET, Thursday, September 8, 2011. The playback phone number is (617)
801-6888 and the code number is 43698858.
A live audio webcast of the call will also be available on the Investor
section of the Company's Web site at www.perkinelmer.com.
Use of Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with generally
accepted accounting principles (GAAP), this press release also contains
a non-GAAP financial measure. The reasons that we use this measure, a
reconciliation of this measure to the most directly comparable GAAP
measure, and other information relating to this measure are included
below.
Factors Affecting Future Performance
This press release contains "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements relating to estimates and
projections of future earnings per share, cash flow and revenue growth
and other financial results, developments relating to our customers and
end-markets, and plans concerning business development opportunities and
divestitures. Words such as "believes," "intends," "anticipates,"
"plans," "expects," "projects," "forecasts," "will" and similar
expressions, and references to guidance, are intended to identify
forward-looking statements. Such statements are based on management's
current assumptions and expectations and no assurances can be given that
our assumptions or expectations will prove to be correct. A number of
important risk factors could cause actual results to differ materially
from the results described, implied or projected in any forward-looking
statements. These factors include, without limitation: (1) markets into
which we sell our products declining or not growing as anticipated; (2)
fluctuations in the global economic and political environments; (3) our
failure to introduce new products in a timely manner; (4) our ability to
execute acquisitions and license technologies, or to successfully
integrate acquired businesses and licensed technologies into our
existing business or to make them profitable, or successfully divest
businesses; (5) our failure to adequately protect our intellectual
property; (6) the loss of any of our licenses or licensed rights; (7)
our ability to compete effectively; (8) fluctuation in our quarterly
operating results and our ability to adjust our operations to address
unexpected changes; (9) significant disruption in third-party package
delivery and import/export services or significant increases in prices
for those services; (10) disruptions in the supply of raw materials and
supplies; (11) the manufacture and sale of products exposing us to
product liability claims; (12) our failure to maintain compliance with
applicable government regulations; (13) regulatory changes; (14) our
failure to comply with healthcare industry regulations; (15) economic,
political and other risks associated with foreign operations; (16) our
ability to retain key personnel; (17) significant disruption in our
information technology systems; (18) restrictions in our credit
agreements; (19) our ability to realize the full value of our intangible
assets; (20) significant fluctuations in our stock price; (21) reduction
or elimination of dividends on our common stock; and (22) other factors
which we describe under the caption "Risk Factors" in our most recent
quarterly report on Form 10-Q and in our other filings with the
Securities and Exchange Commission. We disclaim any intention or
obligation to update any forward-looking statements as a result of
developments occurring after the date of this press release.
About Caliper Life Sciences
Caliper Life Sciences is a premier provider of cutting-edge technologies
enabling researchers in the life sciences industry to create life-saving
and enhancing medicines and diagnostic tests more quickly and
efficiently. Caliper Life Sciences is aggressively innovating new
technology to bridge the gap between in vitro assays and in vivo results
and then translating those results into cures for human disease. Caliper
Life Sciences' portfolio of offerings includes state-of-the-art
microfluidics, lab automation and liquid handling, optical imaging
technologies, and discovery and development outsourcing solutions. For
more information please visit www.caliperLS.com.
About PerkinElmer, Inc.
PerkinElmer, Inc. is a global leader focused on improving the health and
safety of people and the environment. The Company reported revenue of
approximately $1.7 billion in 2010, has about 6,200 employees serving
customers in more than 150 countries, and is a component of the S&P 500
Index. Additional information is available through 1-877-PKI-NYSE, or at www.perkinelmer.com.
Important additional information will be filed with the SEC and
distributed to shareholders of Caliper Life Sciences.
Caliper Life Sciences intends to file with the SEC and mail to its
shareholders a Proxy Statement on Schedule 14A pursuant to Section 14(a)
of the Exchange Act in connection with the transaction. This document
will contain important information about PerkinElmer, Inc., Caliper Life
Sciences, the transaction and other related matters. Caliper Life
Sciences' investors and security holders are urged to read this document
carefully when it is available.
Caliper Life Sciences' investors and security holders will be able to
obtain free copies of the Proxy Statement and other documents to be
filed with the SEC by Caliper Life Sciences through the web site
maintained by the SEC at www.sec.gov.
Caliper Life Sciences and its directors and executive officers may be
deemed to be participants in the solicitation of proxies in respect of
the transactions contemplated by the merger agreement. Information
regarding Caliper Life Sciences' directors and executive officers is
contained in Caliper Life Sciences' Form 10-K for the year ended
December 31, 2010 and its proxy statement dated April 26, 2011, which
are filed with the SEC. Caliper Life Sciences' proxy statement dated
April 26, 2011 also contains information regarding the beneficial
ownership of Caliper Life Sciences stock by Caliper Life Sciences'
directors and executive officers. In addition, outstanding stock options
and restricted stock units held by directors, executive officers and
other employees of Caliper Life Sciences will be accelerated in
connection with the transactions contemplated by the merger agreement. A
more complete description will be available in the Proxy Statement.
|
|
|
PerkinElmer, Inc. and Subsidiaries
|
|
CALIPER LIFE SCIENCES ACQUISITION
|
|
RECONCILIATION OF PROJECTED DILUTION TO GAAP EARNINGS PER SHARE TO
|
|
PROJECTED ACCRETION TO ADJUSTED EARNINGS PER SHARE
|
|
|
|
|
|
|
|
Caliper
|
|
|
|
FY 2012
|
|
|
|
(projected)
|
|
Projected dilution to GAAP earnings per share
|
|
$(0.05)
|
|
Amortization of intangible assets, net of income taxes
|
|
$0.08
|
|
Restructuring and lease charges, net of income taxes
|
|
$0.02
|
|
Purchase accounting adjustments, net of income taxes
|
|
$0.02
|
|
Projected accretion to adjusted earnings per Share
|
|
$0.08
|
|
|
|
|
Projected Accretion to Adjusted Earnings Per
Share
We use the term "projected accretion to adjusted earnings per share," to
refer to projected dilution to GAAP earnings per share, excluding
amortization of intangible assets, inventory fair value adjustments
related to business acquisitions, other costs related to business
acquisitions, and restructuring and lease charges, and including
estimated revenue from contracts acquired in the Caliper Life Sciences
acquisition that will not be fully recognized due to business
combination accounting rules. We believe that this non-GAAP measure,
when taken together with our GAAP financial measures, allows us and our
investors to analyze the costs of producing and selling our products and
the performance of our internal investments in technology and our
internal operating structure, to evaluate the long-term profitability
trends of our core operations and to calculate the underlying value of
the core business on a dilutive share basis, which is a key measure of
the value of the Company used by our management and we believe used by
investors as well. Projected accretion to adjusted earnings per share
also facilitates the overall analysis of the value of the Company and
the core measure of the success of our operating business model as
compared to prior and future periods and relative comparisons to our
peers. We exclude amortization of intangible assets, inventory fair
value adjustments related to business acquisitions, other costs related
to business acquisitions, and restructuring and lease charges as these
items do not represent what our management and what we believe our
investors consider to be costs of producing our products, investments in
technology and production, and costs to support our internal operating
structure, which could result in overstating or understating to our
investors the performance of our operations. We include estimated
revenue from contracts acquired with the Caliper Life Sciences
acquisition that will not be fully recognized due to business
combination rules. Our GAAP revenue for the periods subsequent to our
acquisition does not reflect the full amount of revenue on such
contracts that would have otherwise been recorded by the acquired
businesses. The non-GAAP adjustment is intended to reflect the full
amount of such revenue. We believe our investors will use this
adjustment as a measure of the ongoing performance of the acquired
businesses.
The non-GAAP financial measure described above is not meant to be
considered superior to, or a substitute for, our financial statements
prepared in accordance with GAAP. There are material limitations
associated with non-GAAP financial measures because they exclude charges
that have an effect on our reported results and, therefore, should not
be relied upon as the sole financial measures to evaluate our financial
results. Management compensates and believes that investors should
compensate for these limitations by viewing the non-GAAP financial
measures in conjunction with the GAAP financial measures. In addition,
the non-GAAP financial measure included in this press release may be
different from, and therefore may not be comparable to, similar measures
used by other companies.
Investor Relations:
Vice President, Investor Relations
David
C. Francisco, 781-663-5677
dave.francisco@perkinelmer.com
or
Media:
Vice
President, Corporate Communications
Stephanie R. Wasco, 781-663-5701
stephanie.wasco@perkinelmer.com
or
Corporate
Public Relations Manager
PerkinElmer, Inc.
Mario Fante,
781-663-5602
mario.fante@perkinelmer.com
Source: PerkinElmer, Inc.
News Provided by Acquire Media