By Lisa Kerner
Charlotte, N.C., Feb. 12 - Cytyc Corp. said it entered into an agreement to acquire Adeza Biomedical Corp. in a tender offer for $24 per share, according to a company news release.
Adeza's board unanimously recommended that its stockholders accept the offer, valued at $452 million.
The offer is expected to begin within the next week and to be completed before the end of March.
Holders of 22% of the outstanding shares of Adeza have agreed to tender their shares in the offer, to vote their shares in favor of the merger agreement and to vote against any other transaction, according to the release.
Cytyc will fund the offer with its existing cash and credit facility and with the cash on Adeza's balance sheet.
Adeza's key product is FullTerm, the Fetal Fibronectin Test, which is used to identify women at risk of preterm birth.
"The FullTerm Fetal Fibronectin Test offers an excellent complement to our diagnostic products portfolio and will allow us to leverage our formidable sales force, which is already calling on obstetricians and gynecologists, as well as commercial labs, in the United States and abroad," Cytyc president and chief executive officer Patrick J. Sullivan said in the release.
"This technology offers clear clinical and cost benefits for maternal-fetal care and we believe our infrastructure, experience and expertise in this sector will accelerate adoption of this product worldwide."
Cytyc is a diversified diagnostic and medical device company located in Marlborough, Mass.
Adeza, based in Sunnyvale, Calif., develops products for women's health.
| Acquirer: | Cytyc Corp.
|
| Target: | Adeza Biomedical Corp.
|
| Payment per share | $24
|
| Announcement date: | Feb. 12
|
| Tender offer ends: | Prior to March 31
|
| Stock price for target: | Nasdaq: ADZA; $15.53 on Feb. 9
|
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