-- Clearance by the relevant competition authorities.
-- No material adverse change at Innogenetics amounting to a loss greater
than EUR 10 million before the end of the acceptance period.
-- An acceptance threshold of at least 90% of the outstanding shares of
Innogenetics, or 75% if Innogenetics' articles of association are
modified to remove voting restrictions and introduce a "one share, one
Net of cash and other debt, the enterprise value of Gen-Probe's offer amounts to approximately EUR 219 million ($340 million) and is roughly 4.3 times Innogenetics' diagnostics revenue of approximately EUR 51 million in 2007. Gen-Probe expects to finance the transaction with cash currently on its balance sheet.
Gen-Probe expects to record charges for non-recurring cash and non-cash acquisition-related costs, primarily the write-off of in-process research and development, following the close of the tender offer. The size of these charges will not be determined, under the rules of purchase accounting, until an independent, third party valuation has been completed to allocate the excess of the purchase price over the assets and liabilities acquired.
On a GAAP basis, Gen-Probe expects the proposed acquisition to become accretive to its earnings per share (EPS) within 18 months of closing, and to be slightly dilutive to 2009 EPS.
On a non-GAAP basis, excluding acquisition-related charges and the expected increase in depreciation and amortization expense from acquired assets, Gen-Probe expects the proposed acquisition to be slightly dilutive to non-GAAP EPS in 2008, and neutral to slightly accretive to non-GAAP EPS in 2009.
These financial estimates assume that the proposed transaction closes in the fourth quarter of 2008.
UBS Investment Bank
|SOURCE Gen-Probe Incorporated|
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