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Thermo Fisher to acquire One Lambda for $925 million
WALTHAM, Mass.—Thermo Fisher Scientific Inc. has announced the signing of a definitive agreement under which it will acquire One Lambda, a company specializing in transplant diagnostics, for $925 million in cash, subject to a post-closing adjustment. The price includes the cost of a three-year retention program set in place by One Lambda for the sake of key employees, amounts payable to specific shareholders for non-competition agreements and a one-year earn-out provision dependent on the achievement of certain financial targets. Once the acquisition closes, One Lambda will become part of Thermo Fisher's Specialty Diagnostics Segment.
"We are excited about the opportunities ahead as we join Thermo Fisher's specialty diagnostics business," George M. Ayoub, co-founder, president and CEO of One Lambda, said in a press release. "I believe that, together, we will increase the use of human leukocyte antigen (HLA) typing and antibody detection to accelerate growth and improve the success rate of transplantation. Importantly, we will continue to fulfill our mission, which is to improve the quality of life for transplant patients and their families."
One Lambda develops diagnostic tests for HLA typing as well as antibody detection pre- and post-transplant, and its tests are used for tissue typing, both to determine donor and recipient compatibility and to detect antibodies that might lead to transplant rejection. The company posted revenue of $182 million in 2011.
"One Lambda is an exciting addition to our specialty diagnostics portfolio," Marc N. Casper, president and CEO of Thermo Fisher, said in a press release. "The One Lambda team has pioneered market-leading tests that are widely used across the transplant-testing workflow to improve patient outcomes. With its strong technology platform, high margin profile and good growth prospects, the business is perfectly aligned with our specialty in-vitro diagnostics strategy. One Lambda gives us access to the attractive transplant diagnostics market and complements our existing immunosuppressant monitoring assays. It also offers the opportunity to leverage our global commercial infrastructure to serve growing transplant needs in emerging markets."
Casper added that Thermo Fisher expects One Lambda to yield "a strong return on invested capital." The transaction is expected to close in the fourth quarter of this year, and Thermo Fisher expects it to be immediately accretive, adding $0.09 to $0.11 to its 2012 adjusted earnings per share. The company also expects revenue and cost synergies as a result for a total adjusted operating income benefit of approximately $15 million in 2015.
In addition to the acquisition of One Lambda, Thermo Fisher also announced that its board of directors has authorized the repurchase of $500 million of share of its own stock, an authorization that will remain in effect through Dec. 31, 2012.
Thermo Fisher brought on J.P. Morgan Securities LLC as its financial advisor for the acquisition, and Wilmer Cutler Pickering Hale and Dorr LLP as its legal counsel. Perella Weinberg Partners acted as financial advisor for One Lambda for the transaction, with Sheppard, Mullin, Richter & Hampton LLP serving as its legal counsel.
SOURCE: Thermo Fisher press release