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Celera to Acquire Berkeley HeartLab, Inc.


Acquisition provides Celera with CLIA-certified laboratory to commercialize its broad portfolio of new tests and vehicle to deliver personalized disease management in cardiovascular disease Cardiovascular disease
Disease that affects the heart and blood vessels.

Mentioned in: Lipoproteins Test

cardiovascular disease 
 

Acquisition expected to be accretive to earnings and accelerate Celera's path to profitability

ROCKVILLE, Md. & ALAMEDA, Calif. -- Celera Group (NYSE NYSE

See: New York Stock Exchange
:CRA See Community Reinvestment Act. ), an Applera Corporation business, and Berkeley HeartLab, Inc. (BHL BHL Bleeding-Heart Liberal
BHL Battle Handover Line
BHL Breath Hydrogen Level
BHL Biohazard Level
BHL Bottom of Heated Length
BHL Bachelor of Hebrew Letters/Literature
BHL Bilateral Hilar Lymphadenomegaly
BHL Back-Hoe Loader
), a privately held company privately held company

A firm whose shares are held within a relatively small circle of owners and are not traded publicly.
, today announced they have signed a definitive agreement whereby Celera will acquire BHL for approximately $195 million in cash, subject to reduction for certain BHL transaction costs Transaction Costs

Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it).
. BHL is a cardiovascular healthcare company with a broad portfolio of CLIA CLIA Clinical Laboratory Improvement Amendments of 1988 Congressional legislation that promulgated quality assurance practices in clinical labs, and required them to measure performance at each step of the testing process from the beginning to the end-point of a  certified tests and disease management services focused on the secondary prevention market. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close during the second quarter of Celera's fiscal 2008.

BHL participates in the estimated $7.8 billion U.S. market for personalized cardiovascular disease management which is currently growing more than 10 percent annually. BHL's annual revenues are expected to exceed $85 million in calendar 2007 with solid double digit Noun 1. double digit - a two-digit integer; from 10 to 99
integer, whole number - any of the natural numbers (positive or negative) or zero; "an integer is a number that is not a fraction"
 growth over calendar 2006. BHL turned profitable in calendar 2004, and since then the company has been improving its EBIT EBIT

See: Earnings Before Interest and Taxes


EBIT

See earnings before interest and taxes (EBIT).
 margins; in calendar 2006 the company recorded EBIT margins in excess of 17 percent.

Upon completion of the transaction, BHL will be operated as a business unit of Celera. Celera currently anticipates the acquisition will be accretive to earnings in the second half of fiscal 2008, excluding the impact of acquisition-related intangible amortization and transaction and integration expenses. The exact amount of accretion will only be known after the completion of an analysis of the allocation of the purchase price.

"This acquisition provides Celera with a commercial infrastructure to drive adoption of many of its emerging new molecular diagnostic tests that predict risk and individualize in·di·vid·u·al·ize  
tr.v. in·di·vid·u·al·ized, in·di·vid·u·al·iz·ing, in·di·vid·u·al·iz·es
1. To give individuality to.

2. To consider or treat individually; particularize.

3.
 treatment in cardiovascular disease," said Kathy Ordonez, president of Celera. "Berkeley HeartLab has an outstanding medical and scientific reputation, and a strong track record of growth, by providing testing and other services to improve clinical outcomes for patients with cardiovascular disease. Celera's genetic markers genetic marker
n.
A gene phenotypically associated with a particular, easily identified trait and used to identify an individual or cell carrying that gene.
 that are intended to identify people at risk for early heart attacks, stroke and blood clots Blood Clots Definition

A blood clot is a thickened mass in the blood formed by tiny substances called platelets. Clots form to stop bleeding, such as at the site of cut.
 and optimize therapy with cholesterol-lowering drugs cholesterol-lowering drug Therapeutics Any of a family of agents that ↓ serum cholesterol; the most cost-effective agents for lowering LDL-C are nicotinic acid and lovastatin; the most efficient for ↑ HDL-C are nicotinic acid and gemfibrozil , aspirin, anti-coagulants and other cardiovascular drugs should augment Berkeley HeartLab's current disease management offerings to patients."

"We are excited to have reached this agreement with Celera that should build on the important work we've accomplished thus far in the management of cardiovascular disease," said Frank Ruderman, Berkeley HeartLab's Chief Executive Officer. "Access to Celera's strengths in discovery and product development, and its technology platforms, will further Berkeley HeartLab's drive to deliver personalized guidance for patients at higher risk for heart disease and secondary prevention cardiovascular care. Combining Celera's advanced technology with our laboratory operations should make a significant contribution to our overall efficiencies and economies of scale as we anticipate building on our existing areas of expertise and success, and look to expand nationally."

BHL provides physicians and patients with a comprehensive personalized cardiovascular risk management program encompassing nutrition, exercise, medication compliance, and stress reduction in concert with advanced lipid and other cardiovascular and metabolic testing services. In calendar 2006, BHL received referrals from over 4,100 physicians, processed samples from over 150,000 patients, and performed over 1.6 million tests. For more information about BHL's products and services, visit www.bhlinc.com.

Founded in 1995, BHL has approximately 300 employees including 110 laboratory personnel and about 80 field-based sales representatives and clinical educators. BHL's headquarters are located in Burlingame, CA. The company operates a 40,000 square foot CLIA-certified testing laboratory located in Alameda, CA, and has 8 regional disease management centers which anchor the expanding 4MyHeart cardiovascular disease management program.

Molecular Securities Inc. acted as exclusive financial advisor to Applera Corporation. Wachovia Securities Wachovia Securities, located in Richmond, Virginia (soon to be moved to St. Louis), is the third largest brokerage firm in the United States as of 2006 with $689 billion retail client assets under management. It is a subsidiary of Wachovia Corporation.  acted as exclusive financial advisor to BHL.

Conference Call & Webcast

A conference call with Applera Corporation, Celera and BHL executives will be held today at 1:00 p.m. (ET) to discuss this transaction. The management team will make prepared remarks and answer questions from securities analysts and investment professionals. Investors, securities analysts, representatives of the media and other interested parties who would like to participate should dial 888.873.4896 and enter passcode 91099771 at any time from 12:45 p.m. until the end of the call. This conference call will also be webcast. Interested parties who wish to listen to the webcast should visit the "Investors & Media" section of www.applera.com or www.celera.com. A telephone replay will be available approximately two hours after the completion of the conference call on September 4 until October 4, 2007. Interested parties should call 888-286-8010 and enter passcode 35224777.

About Applera Corporation and Celera

Applera Corporation consists of two operating groups. Celera is primarily a molecular diagnostics business that is using proprietary genomics and proteomics discovery platforms to identify and validate novel diagnostic markers, and is developing diagnostic products based on these markers as well as other known markers. Celera maintains a strategic alliance with Abbott for the development and commercialization of molecular, or nucleic acid-based, diagnostic products, and it is also developing new diagnostic products outside of this alliance. Through its genomics and proteomics research efforts, Celera is also discovering and validating therapeutic targets, and it is seeking strategic partnerships to develop therapeutic products based on these discovered targets. The Applied Biosystems Applied Biosystems, Inc. (formerly NASDAQ: ABIO) is the original name of a pioneer biotechnology company founded in 1981 in Foster City, California, among the Silicon Valley cities of the southern San Francisco Bay Area.  Group serves the life science industry and research community by developing and marketing instrument-based systems, consumables, software, and services. Customers use these tools to analyze nucleic acids Nucleic acids
The cellular molecules DNA and RNA that act as coded instructions for the production of proteins and are copied for transmission of inherited traits.
 (DNA DNA: see nucleic acid.
DNA
 or deoxyribonucleic acid

One of two types of nucleic acid (the other is RNA); a complex organic compound found in all living cells and many viruses. It is the chemical substance of genes.
 and RNA RNA: see nucleic acid.
RNA
 in full ribonucleic acid

One of the two main types of nucleic acid (the other being DNA), which functions in cellular protein synthesis in all living cells and replaces DNA as the carrier of genetic
), small molecules, and proteins to make scientific discoveries and develop new pharmaceuticals. Applied Biosystems' products also serve the needs of some markets outside of life science research, which we refer to as "applied markets," such as the fields of: human identity testing (forensic and paternity testing paternity testing

see parentage testing.
); biosecurity, which refers to products needed in response to the threat of biological terrorism Noun 1. biological terrorism - terrorism using the weapons of biological warfare
bioterrorism

act of terrorism, terrorism, terrorist act - the calculated use of violence (or the threat of violence) against civilians in order to attain goals that are
 and other malicious, accidental, and natural biological dangers; and quality and safety testing, for example in food and the environment. Applied Biosystems is headquartered in Foster City, CA, and reported sales of nearly $2.1 billion during fiscal 2007. Information about Applera Corporation, including reports and other information filed by the company with the Securities and Exchange Commission, is available at http://www.applera.com, or by telephoning 800.762.6923. Information about Celera is available at http://www.celera.com.

Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

Certain statements in this press release are forward-looking. These may be identified by the use of forward-looking words or phrases such as "believe," "expect," "should," "anticipate," and "intend," among others. These forward-looking statements are based on Applera Corporation's current expectations. The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995 provides a "safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" for such forward-looking statements. In order to comply with the terms of the safe harbor, Applera Corporation notes that a variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. These risks and uncertainties include but are not limited to: (1) failure of the transaction to close when anticipated, or at all, due to the failure to obtain regulatory or other approvals or the inability to obtain such approvals as rapidly as anticipated; (2) risks associated with integrating Berkeley Heart Lab's products, people, and systems into Celera's; (3) failure to achieve revenue and cost synergies anticipated to result from the acquisition; (4) Celera is using novel and unproven methods to discover markers for the development of new diagnostic products, which may not be successful; (5) diagnostic products may not receive required regulatory clearances or approvals; (6) the diagnostic industry is very competitive, and new diagnostic products may not be accepted and adopted by the market; (7) demand for diagnostic products may be adversely affected if users of these products cannot receive adequate reimbursement for these products from third party payors such as private insurance companies and government insurance plans; and (8) other factors that might be described from time to time in Applera Corporation's filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and Applera does not undertake any duty to update this information, including any forward-looking statements, unless required by law.

Copyright 2007 Applera Corporation. All Rights Reserved. Celera is a registered trademark and Applied Biosystems and Applera are trademarks of Applera Corporation or its subsidiaries in the U.S. and/or certain other countries.
COPYRIGHT 2007 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved.

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Publication:Business Wire
Date:Sep 4, 2007
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