14:30 | 08.09.2009
Cell Biosciences Signs Agreement to Acquire Alpha Innotech
SANTA CLARA, California, September 8 /PRNewswire/ —
Cell Biosciences, Inc. and Alpha Innotech Corp. (OTC Bulletin Board:
APNO) today announced that they have entered into a definitive agreement
providing for the acquisition of Alpha Innotech by Cell Biosciences for
US$1.50 per share or approximately US$17.9 million in cash. This acquisition
would significantly expand Cell Biosciences’ protein analysis business to
include a global infrastructure and a broad protein analysis product
portfolio.
Founded in 1992, Alpha Innotech is a pioneer in the use of
high-sensitivity digital imaging systems for genomic and proteomic research.
The company offers a broad range of best-in-class products, from entry-level
gel documentation systems to premier systems for multiplexed fluorescence and
proteomics applications. The company has sold over 10,000 systems worldwide.
In 2008, Alpha Innotech achieved revenues of US$17.6 million and was
profitable on both an operating and a net income basis. Alpha Innotech
employs 62 people, primarily at its San Leandro, California headquarters.
Cell Biosciences is a private life sciences company established in 2004,
and is focused on revolutionizing protein and biomarker research. The
company’s lead product is the CB1000, a nanofluidic immunoassay platform
designed for ultrasensitive detection and characterization of oncoproteins
and other signaling proteins in ultra-small biological samples, such as small
tumor biopsies and stem cells. Cell Biosciences is headquartered in Santa
Clara, California and has 49 employees located in North America and Europe.
The combination of Cell Biosciences and Alpha Innotech would create a
global protein analysis business with a broad product line featuring both
traditional and novel protein analysis technologies. Virtually every protein
research laboratory worldwide would become a potential customer for the
combined entity.
Commenting on the transaction, Tim Harkness, President and Chief
Executive Officer of Cell Biosciences, said, “This strategic acquisition
marks an important milestone in our plan to create a profitable, high-growth
protein analysis business with global reach. There is a great strategic fit
in people, products, technologies, and customers between Cell Biosciences and
Alpha Innotech. I am particularly excited by the critical mass of talent and
industry experience this combination creates.”
Ron Bissinger, Chief Executive Officer at Alpha Innotech, added, “The
innovative technology of Cell Biosciences makes it an ideal partner for Alpha
Innotech. I expect the combined company to create great value for our
customers and employees, and to generate exceptional products for the protein
research community.”
Under the terms of the agreement, Cell Biosciences will acquire Alpha
Innotech for approximately US$17.9 million, or US$1.50 per share, and will
assume US$2.1 million of outstanding debt, net of cash. The completion of the
transaction is subject to customary terms and conditions, including approval
by the stockholders of Alpha Innotech. The directors, executive officers and
certain stockholders of Alpha Innotech, who collectively hold approximately
33% of Alpha Innotech’s outstanding common stock, have entered into
agreements with Cell Biosciences pursuant to which they have agreed to vote
their shares of Alpha Innotech common stock in favor of the transaction. The
parties expect the transaction to be completed in approximately 60 days.
In connection with the transaction, Cell Biosciences has entered into
agreements to raise an additional US$19 million in cash in a second closing
of a Series C Preferred Stock financing and a Series D Preferred Stock
financing led by its largest investor, The Wellcome Trust. Existing investors
Domain Associates, Novo A/S, Latterell Venture Partners, The Vertical Group
and Royal Bank of Canada have agreed to participate in the financing.
BroadOak Partners served as financial advisor to Alpha Innotech in
connection with the transaction.
ABOUT CELL BIOSCIENCES
Cell Biosciences is a private life sciences company focused on
nanoproteomics. The Company develops instrumentation systems, software, and
assay products that reveal previously undetectable information about cellular
control pathways. Its customers include leading institutions in the fields of
cancer research, stem cell biology, and diabetes. Cell Biosciences’ products
enable researchers to uncover fundamental mechanisms controlling cell
proliferation and cell death, to accelerate the development of new
therapeutics, and to help identify new prognostic and diagnostic disease
biomarkers. Cell Biosciences is located in Santa Clara, California. For more
information, visit www.cellbiosciences.com.
ABOUT ALPHA INNOTECH CORP.
With over 10,000 systems sold worldwide, Alpha Innotech is a leading
developer, manufacturer, and marketer of digital imaging and analysis systems
for the life science research and drug discovery markets. Its goal is to
combine instruments, reagents and bioinformatics software in order to offer
integrated modular technology platforms for functional genomics, proteomics,
and cell analysis markets. Customers of Alpha Innotech include pharmaceutical
and biotechnology companies, as well as universities, medical centers,
government research institutes, and agencies worldwide. Visit
www.alphainnotech.com for more information.
FORWARD-LOOKING STATEMENTS
Some statements set forth in this release, including those regarding Cell
Biosciences’ proposed acquisition of Alpha Innotech and the expected impact
of the acquisition on Cell Biosciences’ strategic and operational plans and
financial results, contain forward-looking statements that are subject to
change. Statements including words such as “anticipate”, “believe”,
“estimate” or “expect” and statements in the future tense are forward-looking
statements. These forward-looking statements are subject to risks and
uncertainties that could cause actual events or actual future results to
differ materially from the expectations set forth in the forward-looking
statements. Some of the factors which could cause results to differ
materially from the expectations expressed in these forward-looking
statements include the following: the requirement that Alpha Innotech’s
stockholders must approve the transaction; the completion of Cell
Biosciences’ Series D Preferred Stock financing; the possibility that the
transaction will not close or that the closing may be delayed; the effect of
the announcement of the acquisition on Alpha Innotech’s strategic
relationships, operating results and business generally, including the
ability to retain key employees and other factors described in Alpha
Innotech’s SEC filings (including Alpha Innotech’s Annual Report on Form 10-K
for the year ended December 31, 2008 and Quarterly Report on Form 10-Q for
the quarter ended June 30, 2009). If any of these risks or uncertainties
materializes, the acquisition may not be consummated, the potential benefits
of the acquisition may not be realized, Alpha Innotech’s operating results
and financial performance could suffer, and actual results could differ
materially from the expectations described in these forward-looking
statements. Neither Cell Biosciences nor Alpha Innotech assume any obligation
to update these forward-looking statements.
ADDITIONAL INFORMATION ABOUT THE PROPOSED TRANSACTION AND WHERE YOU CAN
FIND IT
In connection with the proposed transaction, Alpha Innotech intends to
file a proxy statement and other relevant materials with the Securities and
Exchange Commission (”SEC”). BEFORE MAKING ANY VOTING DECISION WITH RESPECT
TO THE PROPOSED TRANSACTION, STOCKHOLDERS OF ALPHA INNOTECH ARE URGED TO READ
THE PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, AND THE OTHER RELEVANT
MATERIALS FILED BY ALPHA INNOTECH WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and
the other relevant materials, when available, and any other documents filed
by Alpha Innotech with the SEC, may be obtained free of charge at the SEC’s
website at www.sec.gov. In addition, stockholders of Alpha Innotech may
obtain free copies of the documents filed with the SEC by contacting Alpha
Innotech Investor Relations at +1-510-483-9620 or Alpha Innotech Corp., 2401
Merced Street, San Leandro, California 94577. You may also read and copy any
reports, statements and other information filed by Alpha Innotech with the
SEC at the SEC public reference room at 100 F Street, N.E. Room 1580,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the
SEC’s website for further information on its public reference room.
Alpha Innotech and its executive officers and directors may be deemed to
be participants in the solicitation of proxies from Alpha Innotech
stockholders in favor of the proposed transaction. Certain executive officers
and directors of Alpha Innotech have interests in the transaction that may
differ from the interests of stockholders generally, including without
limitation acceleration of vesting of stock options and restricted stock
units, benefits conferred under retention, severance and change in control
arrangements, and continuation of director and officer insurance and
indemnification. These interests will be described in the proxy statement
when it becomes available.
Cell Biosciences, Inc.
Tim Harkness, CEO, Cell Biosciences, +1-408-510-5501, tharkness@cellbiosciences.com; or Ron Bissinger, CEO, Alpha Innotech Corp., +1-510-904-5577, rbissinger@alphainnotech.com
|
