Fisher Scientific To Acquire Perbio Science AB, Consumable Supplier To Life-Science And Biotechnology Industries.Business Editors HAMPTON, N.H.--(BUSINESS WIRE)--June 26, 2003
Fisher, Focusing on Life Science Market With Double-Digit
Growth Rate, Sees Perbio as Opportunity to Accelerate Growth;
Perbio's Protein-based Products and Strong Brands to be Leveraged
Through Fisher's Global Network;
Fisher Forecasts Improved Margins, Increased Revenues and
Earnings; Acquisition is Accretive in 2004 and beyond;
Fisher Scientific Fisher Scientific, formally Fisher Scientific International, Inc. and colloquially Fisher was a biotechnology company that provided products and services to the global scientific research and United States clinical laboratory markets. International Inc. (NYSE NYSE See: New York Stock Exchange : FSH FSH follicle-stimulating hormone. FSH abbr. follicle-stimulating hormone Facioscapulohumeral muscular dystrophy (FSH) ) said today that, with the unanimous recommendation of the Perbio Science AB (Stockholm: PBIO PBIO Processor Backplane I/O (NASA) PBIO Portable Binary Input Output ) Board of Directors, it will make a cash offer for all of the outstanding shares and certain warrants of Perbio, a $250 million manufacturer and supplier of technologies, products and services to the life science and biotechnology industries. Perbio is headquartered in Sweden with principal operations in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . By acquiring Perbio, which focuses on consumable A material that is used up and needs continuous replenishment, such as paper and toner. "The low-tech end of the high-tech field!" tools for protein-related research and drug production, Fisher will enhance its competitive strengths in the life-science market, which is estimated to be growing at 10 percent to 15 percent annually as the shift toward proteomics accelerates drug-discovery research. A newly formed Swedish subsidiary of Fisher will tender for Perbio shares, which are listed on the Stockholm Stock Exchange The Stockholm Stock Exchange (Swedish: Stockholmsbörsen) is a stock exchange located in Stockholm, Sweden. Founded in 1863 [1] it is the primary securities exchange of the Nordic Countries. , at a price of SEK SEK In currencies, this is the abbreviation for the Swedish Krona. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 142.5, and certain Perbio warrants at a price of SEK 93.5 (SEK 142.5, net of the exercise price of SEK 49), for a total consideration of approximately $714 million. This price represents a 28 percent premium to the trailing 60-day volume-weighted average closing for Perbio shares. All of Perbio's Board of Directors and senior managers have agreed to tender their shares into the offer. "This is a compelling strategic opportunity for Fisher," said Paul M. Montrone, chairman and chief executive officer of Fisher Scientific. "By acquiring Perbio, we are positioning our company to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. the continuing strong growth in the life-science market, where Perbio is a global leader. As a customer of Perbio, we have come to know it as a well-run company with outstanding management, strong brands and a commitment to innovation. With Perbio, we are now positioned to accelerate Fisher's growth in this decade and beyond." Mats Fischier, Chairman of Perbio said, "Our companies are an excellent strategic fit, and joining them together is clearly in the best interests of our shareholders, employees and customers around the world. Fisher is one of the most respected names in the life science community, and our focus on proteins has positioned Perbio right at the heart of the biotech bi·o·tech n. Informal Biotechnology. biotech Noun short for biotechnology Noun 1. revolution. I am confident that the combination of our world-class products, customer service and technical capabilities with Fisher's well-respected brands and global scale will create a strong and enduring platform for accelerated growth in the life-science market."
Perbio brings worldwide capabilities in cell culture and
bioresearch kits and consumables; company leads in
protein-related consumable supplies
Perbio manufactures cell-culture and bioresearch bi·o·re·search n. Research in the biological sciences. products with well-known brand names, including Pierce, HyClone and Endogen. Perbio's customers are pharmaceutical and biotechnology companies Top 100 Biotechnology Companies The following is a list of the top 100 biotechnology companies ranked by revenue. The first nine companies qualify for the list of the top 50 pharmaceutical companies. , colleges and universities and medical research institutions, a group that represents approximately 40 percent of Fisher's current customers. Perbio's products expand the footprint of Fisher's offering to those customers. Perbio, with approximately two-thirds of its sales and operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. in North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , has two primary business lines, whose end markets are projected to grow in the range of 10 percent to 15 percent per year in the 2003-2005 period. The Cell Culture division leverages the growth in protein-based drugs. The division offers cell-nutrition technology, process liquids, and sterile-liquid-handling and production systems under the HyClone brand. Its key customers include most of the multinational pharmaceutical and biotechnology companies. Cell-culture products represent an essential consumable supply in the production of virtually all biotechnology-based drugs. The Bioresearch division concentrates on life-science research and drug-discovery tools that reduce the time and cost of doing research. Its products are marketed under the Pierce and Endogen brand names. The division specializes in the characterization, purification purification, in religion, the ceremonial removal of what the religion deems unclean. The usual agents of purification are water (as in baptism), bodily alteration (as in circumcision), and fire. and immunodetection of proteins, and offers separation technologies, high-throughput screening High-throughput screening (HTS), is a method for scientific experimentation especially used in drug discovery and relevant to the fields of biology and chemistry. Purpose and method and multiplex-protein profiling among other products. Fisher, which has served the scientific-research market for more than 100 years, will integrate Perbio's products and services through its global distribution franchise serving 350,000 customers in 145 countries.
Fisher says acquisition accretive in 2004 and beyond; revenue
and operating income growth rates accelerate
"By expanding our already strong presence in life science with Perbio, we will improve our operating margins Operating Margin A ratio used to measure a company's pricing strategy and operating efficiency. Calculated by: and accelerate revenue and earnings growth," said Paul Meister, vice chairman of Fisher. "The transaction will be accretive in 2004 and beyond, and we will move quickly to take advantage of cross-selling opportunities to major customers worldwide via a significantly enhanced life-sciences-oriented sales force. Our two companies share a common mission: to provide innovative products and services that reduce costs and drive efficiencies for the scientific community. We are confident that our strategy will continue to build value for Fisher's shareholders, and we look forward to an exciting new chapter in Fisher's long and distinguished history." Financial highlights include: -- Fisher expects that the transaction will be 10 to 15 cents accretive to 2004 diluted earnings per share diluted earnings per share An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of , which, following the acquisition, are expected to be $2.65 to $2.80. The transaction will be accretive to 2005 diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. earnings per share, which, following the acquisition, are expected to be $3.20 to $3.35. -- Excluding one-time costs related to the transaction, Fisher is maintaining its 2003 guidance of $2.20 to $2.30 per share. These transaction-related costs, which include hedging foreign currency exposure, up-front financing commitments and increasing inventory to its acquired fair value, total approximately 46 cents per share Cents per share The amount of a mutual fund's dividend or capital gains distributions that a shareholder will receive for each share owned. . -- Fisher expects 2003 revenue growth to be 6.5 percent to 8.5 percent with approximately 2.5 points of this growth from today's acquisition. The company anticipates revenue growth in 2004 to be 10.0 percent to 12.0 percent, reflecting the timing of the close of the acquisition, and 6.0 percent to 8.0 percent in 2005. Fisher's sales of higher-margin, self-manufactured products will increase from 20 percent to 25 percent of annual sales as a result of the acquisition. -- Fisher expects operating margins will increase to 7.8 percent to 8.0 percent in 2003. The company currently forecasts operating margins for 2004 and 2005 of 8.6 percent to 8.8 percent and 9.0 percent to 9.2 percent, respectively. -- Fisher's effective tax rate will decrease to 28 percent. All projections assume this lower rate. -- Fisher expects to fund the acquisition with a combination of existing credit facilities credit facilities npl → facilidades fpl de crédito credit facilities npl → facilités fpl de paiement credit facilities and new bank and public debt. As a result of the transaction, the company's Debt-to-EBITDA ratio at year-end 2003 is expected to be 4.1x. Through the strong operating cash flow Operating cash flow Earnings before depreciation minus taxes. Measures the cash generated from operations, not counting capital spending or working capital requirements. of both companies and a focus on debt reduction, Fisher anticipates being back to pre-transaction leverage ratio levels in early 2005. The transaction is subject to regulatory approvals and customary terms and conditions, including a minimum shareholder acceptance threshold of 90 percent. The transaction is expected to close in the third quarter. Lazard and J.P. Morgan Securities acted as financial advisors to Fisher for the transaction. Pre-recorded Webcast Available Fisher Scientific has pre-recorded a webcast accompanied by slides to provide more information on the acquisition of Perbio. The webcast can be accessed at www.fisherscientific.com. For those without access to the Web, the call-in numbers are 888-286-8010 (U.S.) or 617-801-6888 (International) and the replay code is 92565111. This replay will be available until 8 a.m. EDT EDT abbr. Eastern Daylight Time EDT Eastern Daylight Time EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York EDT today. Live Webcast at 8:30 a.m. EDT Today Fisher will also host a live webcast at 8:30 a.m. EDT to provide more information on the acquisition of Perbio and respond to any questions. This webcast will also be accompanied by slides and can be accessed at www.fisherscientific.com. The webcast will be archived for 15 days. For those without access to the Web, the call-in numbers are 800-299-8538 (U.S.) or 617-786-2902 (International). The access code is 21606462. The audio replay of the call will be available for 15 days by calling 888-286-8010 (U.S.) or 617-801-6888 (International). The replay access code is 12890642. About Fisher Scientific International As the world leader in serving science, Fisher Scientific International Inc. (NYSE: FSH) offers more than 600,000 products and services to more than 350,000 customers located in approximately 145 countries. As a result of its broad product offering, integrated global logistics network and electronic-commerce capabilities, Fisher serves as a one-stop source of products, services and global solutions for its customers. The company primarily serves the scientific-research, clinical-laboratory and safety markets. Additional information about Fisher is available on the company's Web site at www.fisherscientific.com. United States The offer is not being made, and this announcement does not constitute an offer, directly or indirectly, in or into the United States of America UNITED STATES OF AMERICA. The name of this country. The United States, now thirty-one in number, are Alabama, Arkansas, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, New Hampshire, or to any resident of the United States of America, and the offer may not be accepted in or from the United States of America. 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. This announcement includes forward-looking statements. Fisher Scientific has based these forward-looking statements on its current expectations and projections about future events. Although Fisher Scientific believes that its assumptions made in connection with the forward-looking statements are reasonable, no assurances can be given that its assumptions and expectations will prove to have been correct. These forward-looking statements are subject to various risks, uncertainties and assumptions. Fisher Scientific undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this announcement might not occur. |
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