Gen-Probe announces GTI Diagnostics acquisition from Riverside Company

Gen-Probe Incorporated announced today that the Company has acquired GTI Diagnostics, a privately held specialty diagnostics company focused on the transplantation, blood bank and specialty coagulation markets, for $53 million in cash.

Gen-Probe acquired GTI from the Riverside Company, a global private equity firm, and from individual investors who include the company's founders and management.

"Acquiring GTI enables us to broaden and strengthen our transplant diagnostics business," said Carl Hull, Gen-Probe's president and chief executive officer.  "In addition, the acquisition gives us access to growing coagulation and transfusion-related blood bank products that we can sell to our current customer base."

GTI develops and manufactures the human leukocyte antigen (HLA) antibody detection products sold by Gen-Probe under its LIFECODES brand.  GTI also commercializes a number of other HLA-related testing products, including serological typing trays, enzyme immunoassays (EIAs), and a range of molecular typing products for donor-recipient matching and patient monitoring.

In the specialty coagulation market, GTI sells immunoassay products that measure a patient's immune response to Heparin and Factor VIII therapies.  The blood bank product line includes immunoassay products that measure antibodies developed against transfused platelets.

Gen-Probe expects to record, under U.S. GAAP, charges for non-recurring cash and non-cash acquisition-related costs following the close of the transaction.  The magnitude of these charges will not be determined, under the rules of purchase accounting, until an independent, third party valuation has been completed to allocate the purchase price over the assets and liabilities acquired.  The Company has therefore not provided GAAP financial guidance regarding the transaction in this news release.  In addition, transaction-related professional fees will be expensed as incurred, as required by GAAP per ASC 805 "Business Combinations."

Excluding the charges discussed above, and on a non-GAAP basis, Gen-Probe expects the acquisition will be slightly accretive to the Company's 2011 earnings per share (EPS).  

Gen-Probe financed the transaction with cash currently on its balance sheet.  

Cooley LLP served as legal counsel to Gen-Probe on the transaction, and Jones Day served as legal counsel to Riverside.