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.