BioVeris Corporation has announced 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.