Millipore to acquire Serologicals in all-cash deal worth $1.4 billion

By E. Janene Geiss

Philadelphia, April 25 - Millipore Corp. and Serologicals Corp. announced Tuesday 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.

Under 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 about $1.4 billion, according to a company news release.

The transaction, which Millipore expects to close by June 30, is subject to Serologicals shareholder approval, other approvals and conditions.

Millipore said it intends to finance the transaction with a combination of cash on hand and debt.

The transaction is not subject to a financing condition, but Millipore said it has obtained a commitment for the financing necessary to complete the acquisition from UBS Investment Bank, which also is acting as Millipore's exclusive financial adviser in connection with the transaction.

J.P. Morgan Securities, Inc. is acting as Serologicals' exclusive financial adviser in connection with the transaction.

Officials said 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 said it believes 2007 revenues for the combined company will grow between 9% and 11% 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, officials said.

Millipore said it 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 said it 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 about 5,800 employees will have significantly expanded research and development capabilities, officials said, and a worldwide sales and service organization of about 1,200 professionals selling a broad portfolio of complementary products.

Serologicals, based in Atlanta, develops and commercializes consumable biological products, enabling technologies and services in support of biological research, drug discovery and the bioprocessing of products.

Millipore, based in Billerica, Mass., is a leading bioprocess and bioscience products and services company.

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