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Published on 7/25/2007 in the Prospect News Special Situations Daily.

Siemens to acquire Dade Behring in $7 billion tender offer

By Lisa Kerner

Charlotte, N.C., July 25 - Dade Behring Holdings, Inc.'s board of directors recommend its shareholders approve the company's acquisition by Siemens AG for $77.00 per share in a cash tender offer slated to begin Aug. 8, according to a company news release.

The offer is conditioned on a majority of the shares of Dade Behring common stock being tendered as well as regulatory approvals.

Once the tender offer is complete, a Siemens subsidiary will merge with Dade Behring and Dade Behring will become a wholly owned subsidiary of Siemens. The combined businesses will be part of Siemens Medical Solutions Diagnostics. All outstanding Dade Behring shares will be converted into the right to receive the same consideration paid in the tender offer.

The transaction, valued at $7 billion, is expected to close in the second quarter of 2008.

"Combined, Dade Behring and Siemens will have the potential to become uniquely positioned as the largest provider of clinical diagnostic products and services in the world," Dade Behring chairman, president and chief executive officer Jim Reid-Anderson said in the release.

"Demographic changes and increasing demand for higher quality health care systems represent a constant driver for growth in this sector," Siemens CEO Peter Löscher added. "Complementing last year's acquisitions of Diagnostic Products Corp. and Bayer Diagnostics, this transaction secures our leading position in the highly attractive health care industry."

Dade Behring, a clinical diagnostics company based in Deerfield, Ill., operates in 35 countries. The company had 2006 revenue of more than $1.7 billion.

Munich-based Siemens develops and manufactures electrical engineering products and electronics. Siemens Medical Solutions is a supplier of medical technologies and health care services.

Acquirer:Siemens AG
Target:Dade Behring Holdings, Inc.
Transaction total:$7 billion
Price per share:$77.00
Announcement date:July 25
Expected closing:Second quarter of 2008
Stock price for target:Nasdaq: DADE: $56.91 on July 24

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