Navigation Links
Techne Corporation Announces Acquisition Agreement
Date:6/18/2013

MINNEAPOLIS, June 18, 2013 /PRNewswire/ -- Techne Corporation (NASDAQ: TECH) (Techne) announced today that it has agreed to acquire 100% ownership of Bionostics Holdings Limited and its operating subsidiary Bionostics, Inc. (Bionostics).  Bionostics is a global leader in the development, manufacture and distribution of control solutions that verify the proper operation of in vitro diagnostic (IVD) devices primarily utilized in point of care blood glucose and blood gas testing.  Biosnostics has strategic supply relationships with virtually all global IVD device Original Equipment Manufacturers (OEMs).  The transaction is expected to close in the first quarter of fiscal 2014, subject to the satisfaction of customary closing conditions, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  The acquisition is not subject to any financing contingencies.

Techne, through its subsidiaries R&D Systems and R&D Systems Europe, is engaged in the development, manufacture and sale of biotechnology products and hematology calibrators and controls.  Bionostics and Techne's Hematology Division will collectively operate under a new Clinical Controls Division of R&D Systems after close of the transaction.

Bionostics was founded in 1981 and is based in Devens, Massachusetts.  Its controls are proprietary device-specific formulations which require FDA 510(k) approval.  Like the products made by R&D Systems' Hematology Division, each control is also a component of the OEM's 510(k), making Bionostics' controls integral to each diagnostic device.  Controls for blood glucose and blood gas devices are the largest portion of Bionostics' business.  Bionostics recently launched coagulation device control products and is developing new controls for other growing diagnostic uses, particularly controls for cholesterol and HbA1c point-of-care testing (POCT) devices. Bionostics is positioned to take advantage of continuing growth driven by the increasing prevalence of diabetes and other diseases, the migration of diagnostic testing from the laboratory to the operating room, bedside, clinic, and home points of care, the implementation of controls regulations in global markets and new controls being required for emerging diagnostic and (POCT) products.

Bionostics has a strong track record of profitable, cash generative growth with revenues of approximately $29.3 million for its fiscal year ended August 31, 2012. Its adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) were approximately $9.4 million in its fiscal year ended August 31, 2012 for an EBITDA margin of approximately 32%.  EBITDA adjustments include Bionostics' Board of Director fees, transaction related costs and severance payments that will not recur after the acquisition.

Bionostics will be acquired for $104 million in cash, subject to adjustment following closing based on the final level of working capital of Bionostics.  The acquisition is expected to be slightly accretive to Techne's fiscal year 2014 net earnings, despite the impact of acquisition accounting related to the step-up in basis for acquired inventories and the amortization of intangibles.  However, the purchase price allocation of the acquisition has not been completed and, therefore, it is not currently possible to predict the impact that the acquisition will have on first quarter fiscal 2014 or fiscal 2014 earnings per share.

Charles R. Kummeth, President and Chief Executive Officer of Techne, said, "We are delighted to add the Bionostics team to our Hematology division. This business is how Techne R&D Systems was founded some 30 years ago and remains thriving today. The addition of Bionostics adds capabilities in exciting new areas like Coagulation and expands our controls portfolio, giving us the critical mass we need to remain competitive and offer our customers continued value and options to serve their needs."

Bionostics Chief Executive Officer, Michael H. Thomas, added, "Strategically, the fit is excellent, as both Bionostics and R&D Systems have many customers in common and yet our product offerings are entirely complementary.  Consequently, the combined business will represent far more of a one-stop-shop for our customers and ideally position us to compete in the global market.  In addition, there are many similarities of culture between the two companies, not least a commitment in both cases to providing novel products and services of the highest quality."

Mr. Thomas will continue to serve Bionostics in a consulting capacity for a transition period following the closing, and the management team and employees of Biosnostics will continue its product development, marketing and sales activities from Devens, Massachusetts. They will also coordinate with R&D Systems and its related European and Chinese entities to expanded product distribution into the world-wide market.

Brown Gibbons Lang & Company initiated the transaction and acted as the exclusive financial advisor to Bionostics.

This press release contains forward-looking statements within the meaning of the Private Litigation Reform Act. Such statements, including those relating to (i) the expected closing date of the acquisition, (ii) the expected impact of the acquisition on Techne's sales and net earnings, and (iii) the expected benefits of the acquisition on Techne's business and operations, involve risks and uncertainties that may affect actual results, including, but not limited to, receipt of regulatory approvals and the satisfaction of closing conditions, the integration of Bionostics into the Techne group of companies, the actual financial results of Bionostics, the purchase price allocation of the acquisition, the introduction and acceptance of new clinical control products, the levels and particular directions of purchases by the Company's customers, the impact of the number of producers of clinical control products and related price competition, general economic conditions, the retention of clinical controls OEM and proficiency survey business, the impact of currency exchange rate fluctuations, and the costs and results of product development efforts of the Company and of companies in which the Company has invested or with which it has formed strategic relationships.  For additional information concerning such factors and additional factors, see the Company's annual report on Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and Exchange Commission.  We undertake no obligation to update or revise any forward-looking statements we make in our press releases due to new information or future events.  Investors are cautioned not to place undue emphasis on these statements.

Techne Corporation has two operating subsidiaries:  Research and Diagnostic Systems, Inc. (R&D Systems) of Minneapolis, Minnesota and R&D Systems Europe, Ltd. (R&D Europe) of Abingdon, England.  R&D Systems is a specialty manufacturer of biological products.  R&D Systems has three subsidiaries:  BiosPacific, Inc. (BiosPacific), located in Emeryville, California, Boston Biochem, Inc., located in Cambridge, Massachusetts, and R&D Systems China Co. Ltd., (R&D China), located in Shanghai, China.  BiosPacific is a worldwide supplier of biologics to manufacturers of in vitro diagnostic systems and immunodiagnostic kits. Boston Biochem is a leading developer and manufacturer of ubiquitin-related research products. R&D China and R&D Europe distribute biotechnology products.  R&D Europe has two subsidiaries: Tocris Holdings Ltd. (Tocris) of Bristol, England and R&D Systems GmbH, a German sales operation. Tocris is a leading supplier of chemical reagents for non-clinical life science research.


'/>"/>
SOURCE Techne Corporation
Copyright©2012 PR Newswire.
All rights reserved

Related biology technology :

1. Techne Corporation Releases Unaudited Third Quarter And Nine Month Fiscal Year 2013 Results
2. US Radiopharmaceuticals (USR) Awards Contract to Von Gahlen International for New Technetium-99m Generator Production Line Using Low Enriched Uranium Molybdenum-99
3. Techne Corporation Declares Dividend And Announces An Increase In Its Share Repurchase Program
4. Techne Corporation Declares Dividend
5. China Cord Blood Corporation to Report Fourth Quarter and Full Year of Fiscal 2013 Financial Results
6. Celsion Corporation Announces $9.83 Million Registered Direct Offering
7. Sigma-Aldrich Corporation Presentations At Three Upcoming Conferences To Be Webcast Live
8. Celladon Corporation Selected as Winner of Red Herrings "Top 100 North America Tech Startup"
9. The Renewable Corporation (RNWB) through its wholly owned subsidiary EcoSmart Surface & Coating Technologies receives results from Product Test Service.
10. Cadwalader Advises Elan Corporation in Billion Dollar Royalty Deal
11. Celsion Corporation Reports First Quarter 2013 Financial Results and Provides Business Update
Post Your Comments:
*Name:
*Comment:
*Email:
(Date:3/22/2017)... ... , ... The Society for Immunotherapy of Cancer (SITC) strongly opposes the proposed ... fiscal year 2018 budget request. , This proposal calls for a ... roughly 20% of its total budget. If applied proportionally across NIH, funding for the ...
(Date:3/22/2017)... , March 22, 2017  RXi Pharmaceuticals ... innovative therapeutics that address significant unmet medical needs, ... Chief Business Officer, will present at the 5th ... will provide a platform to present to and ... leading pharmaceutical and biotech companies as well as ...
(Date:3/20/2017)... ... March 20, 2017 , ... ... and biotech companies, recently announced it will debut a brand new pressure vessel, ... The intelliVessel is controlled by a touch screen panel and features other revolutionary ...
(Date:3/20/2017)... , ... March 20, 2017 , ... The fourth annual ... while innovating to make an extraordinary impact on peoples’ lives, launches today. Sponsored by ... challenge every 5 weeks and awards thousands in cash prizes to engineers, inventors and ...
Breaking Biology Technology:
(Date:2/14/2017)... N.C. , Feb. 14, 2017  Wake Forest ... M.D., as its new chief executive officer (CEO). Freischlag ... CEO John D. McConnell , M.D., who last ... position at the Medical Center, after leading it since ... the full scope of Wake Forest Baptist,s academic health ...
(Date:2/10/2017)... Feb 10, 2017 Research and ... "Personalized Medicine - Scientific and Commercial Aspects" to ... ... Diagnosis is integrated with therapy for selection of treatment as ... detection and prevention of disease in modern medicine. Biochip/microarray technologies ...
(Date:2/8/2017)... 2017  Aware, Inc. (NASDAQ: AWRE ), a ... results for its quarter and year ended December 31, 2016. ... was $3.9 million compared to $6.9 million in the same ... 2016 was $0.6 million compared to $2.6 million in the ... of 2016 was $0.5 million, or $0.02 per diluted share, ...
Breaking Biology News(10 mins):