MILFORD, Mass., Feb. 13,
2012 /PRNewswire/ -- SeraCare Life Sciences, Inc. (NASDAQ:
SRLS), a global life sciences company providing vital products and
services to facilitate the discovery, development and production of
human diagnostics and therapeutics, today announced that it has
entered into a definitive agreement to be acquired by an affiliate
of Linden Capital Partners, a Chicago-based private equity firm that focuses
on middle market leveraged buyout investments in the healthcare and
life science industries. Under the terms of the agreement, holders
of outstanding shares of common stock of SeraCare will receive
$4.00 per share, representing a 25%
premium to the 30-day volume-weighted average stock price. The
agreement was unanimously approved by SeraCare's Board of
Directors.
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Greg Gould, Interim President and
Chief Executive Officer and Chief Financial Officer commented,
"SeraCare's commitment to providing vital products and services of
the highest quality has driven our growth and diversification
across a blue chip life sciences customer base. Linden is a natural
strategic fit for SeraCare with a proven record of operating
successful companies in the healthcare and life sciences sectors.
Linden's acquisition of SeraCare recognizes our accomplishments and
translates them into significant value for our shareholders."
"SeraCare's product offerings, services and strong customer base
provide an attractive foundation on which to compete and grow in
the global high-growth markets of human diagnostics and
therapeutics research and development," said Fran Lunger, a Linden Operating Partner and
former CEO of Millipore Corporation.
A special meeting of SeraCare's shareholders will be held after
the preparation and filing of a proxy statement with the Securities
and Exchange Commission and subsequent mailing to shareholders. If
the merger is approved by shareholders, the transaction is expected
to close in the second quarter of calendar year 2012. The
transaction is subject to various closing conditions, including the
receipt of regulatory approvals, but is not subject to a financing
condition. Upon completion of the acquisition, SeraCare will become
a private company, wholly owned by an affiliate of Linden.
Lazard is acting as exclusive financial advisor to SeraCare and
has provided a fairness opinion to the SeraCare Board of Directors.
Foley Hoag LLP is serving as SeraCare's outside
counsel. William Blair & Company, L.L.C. is acting as
Linden's financial advisor, and Kirkland & Ellis LLP is serving
as legal counsel to Linden.
Conference Call Information:
SeraCare will host a conference call today, February 13, at 8:30 a.m.
ET to discuss the proposed acquisition. The conference call
will be webcast live over the Internet and can be accessed by
logging on to the "Investor Center, Events" section of the SeraCare
Life Sciences website at www.seracare.com. The call can also be
accessed by dialing (866) 783-2142 (within the United States) or (857) 350-1601 (outside
the United States). The passcode
for participants is 99796313.
A replay of the call will be available approximately two hours
after the call concludes through February
20, 2012. To access the replay, dial (888) 286-8010 (within
the United States) or (617)
801-6888 (outside the United
States). The passcode is 16911509. The webcast will also be
archived on the Company's website.
About Linden Capital Partners:
Linden is a Chicago-based private
equity firm focused exclusively on leveraged buyouts in the
healthcare and life science industries. Linden's investment
strategy is based upon three elements: i) healthcare and life
science industry specialization, ii) integrated private
equity and operating expertise, and iii) strategic
relationships with large corporations. Linden has advised SeraCare
that it currently manages $575
million in capital. For additional information, please visit
www.lindenllc.com.
About SeraCare Life Sciences, Inc.:
SeraCare serves the global life sciences industry by providing
vital products and services to facilitate the discovery,
development and production of human diagnostics and therapeutics.
The Company's innovative portfolio includes diagnostic controls,
plasma-derived reagents and molecular biomarkers, biobanking and
contract research services. SeraCare's quality systems, scientific
expertise and state-of-the-art facilities support its customers in
meeting the stringent requirements of the highly regulated life
sciences industry. For additional information, please visit
www.seracare.com.
Forward-Looking Statements:
This press release contains disclosures that are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 about SeraCare Life Sciences, Inc. ("SeraCare"
or the "Company") and the proposed merger. Forward-looking
statements include statements in which we use words such as
"expect," "believe," "anticipate," "intend," or similar
expressions. These forward-looking statements are based upon
information presently available to the Company's management and are
inherently subjective, uncertain and subject to change, due to any
number of risks and uncertainties. Factors that could cause
events not to occur as expressed in the forward-looking statements
in this press release include, but are not limited to,
unanticipated delays; the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the outcome of any legal proceedings that may be
instituted with respect to the proposed merger; and the inability
to complete the merger due to the failure to obtain shareholder
approval for the merger or the failure to satisfy other closing
conditions, including the receipt of required regulatory approvals,
as well as other risk factors detailed in the Company's Annual
Report on Form 10-K filed with the SEC on November 21, 2011, as amended, under the captions
"Cautionary Note Regarding Forward-Looking Statements" and "Risk
Factors" and otherwise in the Company's reports and filings with
the Securities and Exchange Commission. Many of these factors are
beyond our ability to control or predict. You should not place
undue reliance on any forward-looking statements, since those
statements speak only as of the date that they are made. SeraCare
assumes no obligation to update, revise or correct any
forward-looking statements after the date of this press release or
after the respective dates on which such statements otherwise are
made, whether as a result of new information, future events or
otherwise, except as otherwise may be required by law.
Additional Information about the Merger and Where to Find
It:
This communication may be deemed to be solicitation material
with respect to the proposed acquisition of SeraCare by an
affiliate of Linden Capital Partners. In connection with the
proposed merger, SeraCare intends to file a preliminary proxy
statement and file or furnish other relevant materials with the
Securities and Exchange Commission, or the SEC. Once the SEC
completes its review of the preliminary proxy statement, a
definitive proxy statement and a form of proxy will be filed with
the SEC and mailed to the shareholders of the Company. INVESTORS
AND SECURITY HOLDERS OF SERACARE ARE URGED TO READ CAREFULLY AND IN
THEIR ENTIRETY ALL RELEVANT MATERIALS FILED OR FURNISHED WITH THE
SEC, INCLUDING THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER AND THE PARTIES TO THE MERGER. The proxy
statement and other relevant materials (when they become
available), and any and all documents filed or furnished by
SeraCare with or to the SEC, may be obtained free of charge at the
SEC's web site at www.sec.gov. In addition, investors and security
holders of SeraCare may obtain free copies of the documents filed
or furnished by SeraCare with or to the SEC by directing a written
request to SeraCare Life Sciences, Inc., 37 Birch Street,
Milford, MA 01757, Attention:
Corporate Secretary.
Participants in the Solicitation:
SeraCare and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from the
shareholders of SeraCare with respect to the special meeting of
shareholders that will be held to consider the proposed merger.
Information about those executive officers and directors of
SeraCare and their ownership of SeraCare common stock is set forth
in Amendment No. 1 to SeraCare's Annual Report on Form 10-K for the
fiscal year ended September 30, 2011,
which was filed with the SEC on January 30,
2012, and is supplemented by other public filings made, and
to be made, with the SEC by SeraCare. Information regarding the
direct and indirect interests of SeraCare, its executive officers
and directors and other participants in the solicitation, which
may, in some cases, be different from those of SeraCare security
holders generally, will be set forth in the proxy statement
relating to the merger when it becomes available.
Contacts:
For SeraCare Life Sciences:
Gregory A. Gould
Interim President and Chief Executive Officer and Chief Financial
Officer
SeraCare Life Sciences, Inc.
508-244-6400
Sarah Cavanaugh
MacDougall Biomedical Communications
781-235-3060
For Linden Capital Partners:
Brian C. Miller
Managing Partner
Linden Capital Partners
312-506-5600
SOURCE SeraCare Life Sciences, Inc.