MDS to Complete Acquisition of Molecular Devices
20 Mars 2007 - 1:00PM
PR Newswire (US)
- To acquire 92% of outstanding shares - Commences subsequent
offering for all remaining shares - Launches new division, MDS
Analytical Technologies TORONTO, March 20 /PRNewswire-FirstCall/ --
MDS Inc. (NYSE:MDZ; TSX: MDS), a leading provider of products and
services to the global life sciences markets, announced today that
92% of the outstanding shares of Molecular Devices Corporation were
validly tendered by shareholders of Molecular Devices in the tender
offer, which expired at 5 pm EDT on March 19, 2007. All validly
tendered shares have been accepted for payment in accordance with
the terms of the tender offer. MDS also announced that a subsequent
offering period for all remaining shares of Molecular Devices has
been initiated. MDS will launch a new business unit called MDS
Analytical Technologies, combining the Molecular Devices and MDS
Sciex businesses to serve the most prestigious pharmaceutical,
biotechnology, government, and academic laboratory customers with
innovative solutions to improve the speed and efficacy of their
drug discovery and development efforts. MDS Sciex President, Andy
Boorn, Ph.D. will lead the new unit and will launch integration
plans immediately to bring together two businesses that had
revenues of approximately US$432 million in 2006, and more than
1,100 employees with over 250 scientists and engineers. "We are
very excited by the potential of this winning combination," said
Andy Boorn. "This new business unit will build upon MDS Sciex's
leadership in mass spectrometry and Molecular Devices' leadership
as a renowned supplier of systems, reagents and software used by
researchers worldwide to accelerate the pace of drug discovery and
development." "The Molecular Devices acquisition marks a major
first step in expanding MDS's footprint in the life sciences
field," said Stephen P. DeFalco, President and Chief Executive
Officer, MDS Inc. "I have met with Molecular Devices employees and
I am very impressed by their commitment to leadership and
innovation. Their commitment is a strong fit with our strategic
plans to build a stronger MDS with the launch of MDS Analytical
Technologies." MDS's wholly-owned subsidiary, Monument Acquisition
Corp, has accepted the shares in its current tender offer for
Molecular Devices common shares, par value US$0.001 per share. As
of the expiration of the tender offer, approximately 15,319,964
shares (including 830,888 shares that were tendered pursuant to
guaranteed delivery procedures) have been validly tendered and not
withdrawn in the tender offer, together representing in excess of
92% of the outstanding shares of Molecular Devices. All validly
tendered shares have been accepted for payment in accordance with
the terms of the tender offer. Monument Acquisition Corp. has also
initiated a subsequent offering period for all remaining untendered
shares of Molecular Devices. This subsequent offering period will
expire at 5:00 pm EDT on March 23, 2007, unless further extended.
The same US$35.50 per share price offered in the prior offering
period will be paid during the subsequent offering period. The
procedures for accepting the tender offer and tendering shares
during the subsequent offering period are the same as those
described for the offer in the Offer to Purchase by Monument
Acquisition Corp. except that (i) the guaranteed delivery
procedures may not be used during the subsequent offering period
and (ii) shares tendered during the subsequent offering period may
not be withdrawn. MDS expects to effect a merger of Monument
Acquisition Corp. with and into Molecular Devices. In the merger,
Monument Acquisition Corp. will acquire all other shares of
Molecular Devices (other than those as to which holders properly
exercise appraisal rights) at the same US$35.50 per share price,
net to the seller, without interest, that was paid in the tender
offer. As a result of the merger, Molecular Devices will become an
indirect wholly-owned subsidiary of MDS. If Monument Acquisition
Corp. becomes the owner of at least 90% of Molecular Devices
outstanding shares following this subsequent offering period and
the delivery of shares tendered pursuant to guaranteed delivery
procedures or otherwise, MDS will be able to effect the merger
without the need for a meeting of Molecular Devices shareholders.
MDS intends to complete the merger as soon as practicable.
Molecular Devices shareholders who continue to hold their shares at
the time of the merger and fulfill certain other requirements of
Delaware law will have appraisal rights in connection with the
merger. About MDS Inc. MDS Inc. (TSX: MDS; NYSE: MDZ) is a global
life sciences company that provides market-leading products and
services that our customers need for the development of drugs and
diagnosis and treatment of disease. We are a leading global
provider of pharmaceutical contract research, medical isotopes for
molecular imaging, radiotherapeutics, and analytical instruments.
MDS has more than 5,600 highly skilled people in 28 countries. Find
out more at http://www.mdsinc.com/ or by calling 1-888-MDS-7222, 24
hours a day. About MDS Analytical Technologies MDS Analytical
Technologies is the newly established MDS Inc. business unit and is
a world-class organization comprised of two main lines of business.
The MDS Sciex product portfolio offers proven market leadership in
mass spectrometry through its joint ventures with two of the
world's leading analytical instrumentation and life sciences
companies, Applied Biosystems, a business of the Applera
Corporation and PerkinElmer Inc. The Molecular Devices product
portfolio is the gold standard in high-performance bioanalytical
measurement systems that accelerate and improve drug discovery and
other life sciences research. Find out more at
http://www.mdssciex.com/ or http://www.moleculardevices.com/. Legal
Statements This announcement is not an offer to purchase shares or
a solicitation of an offer to sell shares. The Offer is being made
solely by the Offer to Purchase and the related Letter of
Transmittal. The Offer to Purchase dated February 13, 2007, as
amended, the Letter of Transmittal and related materials may be
obtained free of charge by directing such requests to MacKenzie
Partners, Inc., 105 Madison Avenue, New York, NY 10016, or by
calling MacKenzie Partners, Inc. toll free at (800) 322-2885.
Investors and stockholders of Molecular Devices should read the
Tender Offer Statement on Schedule TO, as amended, the Offer to
Purchase and any other documents relating to the Offer that are
filed with the United States Securities and Exchange Commission
("SEC") because they contain important information about the tender
offer. Investors and stockholders of Molecular Devices may obtain
these and other documents filed by MDS, the Purchaser and Molecular
Devices for free from the SEC's web site at http://www.sec.gov/.
Disclaimers This press release contains forward-looking statements.
Some forward-looking statements may be identified by words like
"expects", "anticipates", "plans", "intends", "indicates" or
similar expressions. The statements are not a guarantee of future
performance and are inherently subject to risks and uncertainties,
including risks to both companies that the acquisition of Molecular
Devices will not be consummated as the transaction is subject to
certain closing conditions, if the transaction is consummated,
there will be risks and uncertainties related to MDS' ability to
successfully integrate the two companies. MDS' and Molecular
Devices' actual results could differ materially from those
currently anticipated due to these risks and a number of other
factors, including, but not limited to, successful integration of
structural changes, including restructuring plans, acquisitions,
technical or manufacturing or distribution issues, the competitive
environment for the respective products of MDS and Molecular
Devices, the development of new products, the degree of market
penetration of the respective products of MDS and Molecular
Devices, and other factors set forth in reports and other documents
filed by MDS and Molecular Devices with Canadian regulatory
authorities and the U.S. Securities and Exchange Commission from
time to time. Molecular Devices and MDS are under no obligation to
(and expressly disclaim any such obligation to) update or alter
their forward-looking statements whether as a result of new
information, future events or otherwise. DATASOURCE: MDS Inc.
CONTACT: Investors: Sharon Mathers, Vice-President, Investor
Relations and External Communications, MDS Inc., (416) 675-6777 x
34721, ; Media: Kim Lee, Manager, Investor Relations, MDS Inc.,
(416) 675-6777 x 32606,
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