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NYSE : MIL
Millipore Corporation, headquartered
in Billerica, MA, is a leading bioprocess and bioscience products and services
company, organized into two divisions. The Bioprocess division offers solutions
that optimize development and manufacturing of biologics. The Bioscience
division provides high performance products and application insights that
improve laboratory productivity. Millipore has a deep understanding of
its customers' research and manufacturing process needs, and offers reliable
and innovative tools, technologies and services. Millipore employs approximately
4,800 people worldwide and reported revenues of $991 million in 2005
Millipore
Corporation to Acquire Serologicals Corporation; Transaction Will Create
$1.4 Billion Life Science Leader; Combined Company Will Have Higher Revenue
Growth and Profitability Profile
ATLANTA--(BUSINESS WIRE)--April
25, 2006--
Millipore Corporation (NYSE:
MIL) and Serologicals Corporation (NASDAQ: SERO) announced today that their
boards of directors have approved a definitive agreement whereby Millipore
will acquire Serologicals for $31.55 per share in an all cash transaction.
The acquisition will transform Millipore into a company with combined annual
revenues of $1.4 billion, based on 2006 full year projections. Assuming
stable foreign exchange rates, Millipore believes 2007 revenues for the
combined company will grow between 9 and 11 percent over 2006 pro forma
revenues.
The strategic combination
of Millipore and Serologicals will significantly strengthen Millipore's
Bioscience Division by giving it leading positions in high growth segments
such as drug discovery products and services, antibodies, cell biology
reagents, and stem cell research. Millipore expects to increase sales of
Serologicals' products in international markets such as Europe, Asia and
Japan, where Millipore has a significant presence. Millipore's Bioprocess
Division will gain a cell culture supplements offering that will facilitate
its entry into the $1 billion upstream bioprocessing market. As a result,
Millipore will be the only company in the industry that can offer both
upstream cell culture and downstream separation offerings for biopharmaceutical
production, further strengthening its relationships with biotechnology
and pharmaceutical customers.
The combined organization
of approximately 5,800 employees will have significantly expanded R&D
capabilities and a worldwide sales and service organization of approximately
1,200 professionals selling a broad portfolio of complementary products.
Transaction Details
Under the terms of the agreement,
Serologicals shareholders will receive $31.55 in cash for each share of
Serologicals common stock they own. The total value of the transaction,
including the assumption of the projected debt at closing, is estimated
at approximately $1.4 billion. The transaction, which Millipore expects
to close by June 30, 2006, is subject to Serologicals shareholder approval,
customary regulatory approvals, and other conditions in the merger agreement.
Millipore intends to finance the transaction with a combination of cash
on hand and debt. The transaction is not subject to a financing condition.
However, Millipore has obtained a commitment for the financing necessary
to complete the acquisition from UBS Investment Bank who is also acting
as Millipore's exclusive financial advisor in connection with the transaction.
J. P. Morgan Securities, Inc. is acting as Serologicals' exclusive financial
advisor in connection with the transaction.
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