Me too. I am heading to Vegas. LOL.
Cell Biosciences Signs Agreement to Acquire Alpha Innotech
8:30 am ET 09/08/2009- Business Wire
SANTA CLARA, Calif.--(BUSINESS WIRE)--
Cell Biosciences, Inc. and Alpha Innotech Corp. (OTC BB: APNO.OB) today
announced that they have entered into a definitive agreement providing
for the acquisition of Alpha Innotech by Cell Biosciences for $1.50 per
share, or approximately $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 $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 $17.9 million, or $1.50 per share, and will
assume $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 $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'sSEC
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 (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.
Source: Alpha Innotech Corp.
