IRIS International has announced agreement to be acquired by Danaher Corporation for $19.50 per share.
IRIS International, Inc. (Nasdaq:IRIS), a leading manufacturer of automated in-vitro diagnostics systems and consumable
s, and a provider of high value personalized medicine solutions, announced a week ago that it has entered into a definitive merger agreement under which Danaher Corporation (NYSE:DHR) will acquire IRIS International for $19.50 per share in cash, representing an approximate 45% premium over the closing price of IRIS's common stock on September 14, 2012.
An affiliate of Danaher is expected to commence a tender offer for all of IRIS's outstanding common stock within the next 7 days, which offer will remain open for a minimum of 20 business days following its commencement. The tender offer is conditioned upon at least a majority of IRIS' outstanding shares being tendered, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions. The transaction is structured as a tender offer followed by a merger and is expected to be completed in the fourth quarter of 2012. Upon closing, IRIS will become part of Danaher's Beckman Coulter Diagnostics business.
Commenting on today's transaction, Cesar M. García, Chairman, President and Chief Executive Officer of IRIS International stated, “The Board of Directors voted unanimously to accept Danaher's proposal
as it provides for an immediate compelling cash premium realization for our shareholders. Further, IRIS will benefit from
being a part of a larger organization with significant resources to enable the acceleration of its diversified product pipeline strategy.”
Citi is acting as financial advisor and Stubbs Alderton & Markiles, LLP is serving as legal counsel to IRIS in connection with the transaction.
About IRIS International, Inc.
IRIS International, Inc. is a leading global in vitro diagnostics company focused on products that analyze particles and living cell forms and structures, or morphology of a variety of body fluids. The Company's products leverage its strengths in flow imaging technology, particle recognition and automation to bring efficiency to hospital and commercial laboratories. The initial applications for its technology
have been in the urinalysis market and the Company is the leading worldwide
provider of automated urine microscopy and chemistry systems, with over 3,800 automated urine microscopy systems shipped to more than 50 countries. The Company is expanding its core imaging and morphology expertise into related markets, including applications in hematology and body fluids. In addition, the Company's personalized medicine group develops and commercializes the Company's NADiA ultra-sensitive nucleic acid detection immunoassay platform, with applications in oncology and infectious disease. For more information, please visit www.proiris.com.