Apogent Announces Recent Acquisitions and Other Transactions.Business Editors/Health/Medical Writers BIOWIRE2K PORTSMOUTH, N.H.--(BUSINESS WIRE)--Aug. 4, 2003 Apogent Technologies Inc. (NYSE NYSE See: New York Stock Exchange : AOT AOT Agency of Transportation (Vermont, USA) AOT Ahead-of-Time AOT Assisted Outpatient Treatment AOT Aerosol Optical Thickness AOT All of Them (band) AOT As Opposed To AOT Among Other Things ), a leading manufacturer of clinical diagnostic and life science research products, today announced the acquisition of Porex Bio Products, a leading manufacturer of plastic consumables for the clinical and research markets. In addition, Apogent recently acquired certain operating assets Operating Assets Another term for working capital. of the pipette pipette /pi·pette/ (pi-pet´) [Fr.] 1. a glass or transparent plastic tube used in measuring or transferring small quantities of liquid or gas. 2. to dispense by means of a pipette. , vial, and tube business of Meteor Glass Corporation. Prior to its purchase by Apogent, Porex Bio Products, Inc. was part of the Porex companies owned by WebMD (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : HLTH HLTH Health HLTH WebMD Corporation (stock abbreviation, AMEX) ). Porex Bio Products, located in Petaluma, California, manufactures injection molded plastic consumable products used in life science, pharmaceutical, clinical, and research applications. Post-closing, Porex Bio Products will be known as Quality Scientific Plastics, Inc. (QSP QSP Relay (amateur radio Q code) QSP Quality Software Products QSP Quality Samples Program QSP Quiet Supersonic Platform QSP Quick Start Package QSP Quality System Procedure QSP Quality Selection Process QSP Quality Seafood Programme ), and will be integrated operationally with Molecular BioProducts, an Apogent subsidiary. QSP's product offering, consisting primarily of pipette tips (filter tips and non-filter), is complementary to Molecular BioProducts' existing product offering. Net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight from this acquisition for the first full year are expected to approximate $30 million. Commenting on the acquisition, Bob Arnold, President of Molecular BioProducts, said: "We are very pleased to have completed this transaction. Porex Bio Products is an excellent company with strong customer relationships and a significant position in the pipette tip market. This business, together with Molecular BioProducts, further solidifies Apogent's position as a leading company in the life science consumables market." The products manufactured by the glassware consumables business purchased from Meteor Glass Corporation include Pasteur pipettes, perfume vials, shell vials, culture tubes, cigar tubes, hydrometer hydrometer (hīdrŏm`ətər), device used to determine directly the specific gravity of a liquid. It usually consists of a thin glass tube closed at both ends, with one end enlarged into a bulb that contains fine lead shot or mercury to tubes, wintrobe tubes, westergren tubes, and rain gauges. The acquisition further enhances the leading market position of Apogent's Chase Scientific Glass subsidiary within the clinical and industrial laboratory glassware market. The operations of this business will be relocated to Chase's Rockwood, Tennessee facility. Net sales from this acquisition for the first full year are expected to approximate $0.5 million. Revolving Credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. Facility On July 29, 2003, Apogent Technologies Inc. put in place a five-year $500 million Revolving Credit Facility with a select syndication of financial institutions. The new Credit Facility replaces Apogent's former $500 million revolving credit facility involving a larger banking syndicate that would have matured in December 2005. Apogent's new Revolving Credit Facility is on substantially the same terms and conditions as the former credit facility, as amended, except that the new Revolving Credit Facility terminates in 2008, involves a smaller number of lenders than had participated in the former credit facility and makes adjustments to accommodate the Company's requirements for stock repurchases and similar transactions. Commenting on the new $500 million Revolving Credit Facility, Apogent's Chief Financial Officer, Dennis Brown, said: "The new Revolving Credit Facility further strengthens our financial resources and provides us with substantial capacity and flexibility over the next five years to cover opportunities or needs which may arise." Applied Biotech Apogent entered into an agreement with Inverness Medical Innovations (AMEX AMEX See: American Stock Exchange : IMA (Interactive Multimedia Association, Annapolis, MD) An earlier trade association founded in 1988 originally as the Interactive Video Industry Association. It provided an open process for adopting existing technologies and was involved in subjects such as networked services, scripting ), whereby Inverness has agreed to acquire Applied Biotech, Inc., a wholly-owned subsidiary of Apogent. Applied Biotech, located in San Diego, manufactures rapid diagnostic tests used in the detection of pregnancy, drugs of abuse, and infectious diseases. Inverness will issue to Apogent 692,506 shares of Inverness common stock and will pay additional consideration comprising either a payment of $13,400,000 in cash or a payment of $5,000,000 in cash and a one-year $8,400,000 subordinated promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. . The Inverness shares will be issued in a private placement at the closing of the acquisition and Inverness has agreed to register the shares for resale following the closing. The transaction is subject to Inverness obtaining the consent of its lenders and other customary closing conditions. The acquisition is expected to close in August. Applied Biotech had been classified by Apogent as a discontinued operation discontinued operation A segment of a business that has been abandoned or sold or for which plans for one or another of these actions have been approved. See also continuing operations. . As a result of the agreement with Inverness, Apogent revised its previous estimate of the fair value of the net assets Net assets The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand. net assets See owners' equity. of Applied Biotech as of June 30, 2003. The revised estimate resulted in an additional loss on discontinued operations of approximately $1.4 million, net of tax. ABOUT APOGENT Apogent is a diversified worldwide leader in the design, manufacture, and sale of value-added laboratory and life science products essential for healthcare diagnostics and scientific research. Apogent's companies are divided into two business segments for financial reporting purposes: Clinical Group and Research Group. FORWARD-LOOKING STATEMENTS Statements made in this press release regarding future matters are forward-looking statements that involve risks and uncertainties. Forward-looking statements, including those dealing with competitors, customers, acquisitions, sales (including expectations from acquired businesses), profit margins, earnings, product development, financial performance, stock repurchase intentions, and growth strategies, are based on current expectations. Our actual results may differ materially from those presently anticipated. Factors that could cause actual results to differ materially include, among others: financial risks associated with our holding company structure; currency and other risks associated with our international operations; risks from rapid technological change and new product introductions; the cyclical nature of some of the industries and markets into which we sell our products; changes in customer purchasing patterns; competitive factors; transitional challenges associated with acquisitions; the possibility of future restructuring or impairment charges against our reported earnings; our dependence upon key distributors and original equipment manufacturers; possible disruption of our manufacturing operations from labor unrest, shortages of critical materials or other causes; the success or failure of the proposed issuer tender offer and related transactions; regulatory and litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. risks; and the other "Cautionary Factors" contained in Item 7 of the Company's most recent Form 10-K and our subsequent reports filed with the Securities and Exchange Commission from time to time. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. |
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