Media Release
Basel, 4 April 2007
Roche
to acquire BioVeris to expand its leading ECL immunochemistry business into new market segments
Roche
to pay US dollars 21.5 per share - total transaction value of ca. 600 million US dollars
Roche
and BioVeris Corporation announced today that they have signed a definitive merger agreement under which
Roche will acquire 100% ownership in BioVeris for 21.5 US dollars per share in cash or a total of approximately
600 million US dollars. This acquisition will allow Roche Diagnostics to expand its immunochemistry
business from the human diagnostics field into new market segments such as life science research, life
science development, patient self-testing, veterinary testing, drug discovery, drug development and
clinical trials. The market for clinical trials is growing at approximately 10% per annum, and with
these new fields an additional market of close to 400 million Swiss francs opens up for Roche. Today,
Roche is a leader in immunochemistry, driven by its highly successful Elecsys immunochemistry product
line, the fastest growing portfolio of Roche Diagnostics’ lab diagnostics business. By acquiring BioVeris,
Roche will own the complete patent estate of the electrochemiluminescence (ECL) technology deployed
in the Elecsys product line which gives Roche Diagnostics the opportunity to fully exploit the entire
immunochemistry market.
Severin Schwan, CEO Division Roche Diagnostics,
said: ‘ECL is a highly innovative technology. In comparison with other detection technologies ECL offers
distinct advantages such as enhanced sensitivity, short incubation times and broad measuring ranges.
This acquisition ensures that Roche will be able to provide unrestricted access to all customers and
therefore represents a significant growth opportunity for our immunochemistry business.’
Samuel
J. Wohlstadter, Chairman and CEO of BioVeris, said: ‘We are pleased that this transaction will deliver
substantial value to BioVeris shareholders. Given the history between the parties and the scope of Roche’s
existing diagnostics business, Roche is the natural buyer for BioVeris. We look forward to working with
our colleagues at Roche to facilitate a timely close and orderly integration.’
The boards
of directors of BioVeris and Roche have each unanimously approved the terms of the merger agreement,
and the board of directors of BioVeris has recommended that its shareholders approve the transaction.
Samuel J. Wohlstadter, Chairman and Chief Executive Officer of BioVeris, has entered into a voting agreement
with Roche pursuant to which he has agreed to vote all of his shares, representing approximately 20%
of the shares of BioVeris entitled to vote, in favour of the transaction. The transaction is subject
to the approval of BioVeris’s shareholders, receipt of certain regulatory approvals and other customary
closing conditions. Subject to satisfaction of these conditions, it is expected that the transaction
will be closed during the third quarter of 2007.
In connection with Roche’s
acquisition of BioVeris, BioVeris will sell to two newly formed entities established by Samuel J. Wohlstadter
certain assets related to its vaccine research and the development of certain instruments intended for
point-of-care use. The sale of these assets to affiliates of Samuel J. Wohlstadter has been approved
by a special committee of the independent directors of the board of BioVeris.
Lehman
Brothers is serving as financial advisor to BioVeris and also provided a fairness opinion. Houlihan
Lokey Howard & Zukin is serving as financial advisor to the Special Committee of independent directors
of BioVeris’s board and provided a fairness opinion regarding the sale of certain BioVeris assets to
Samuel J. Wohlstadter. Skadden, Arps, Slate, Meagher & Flom LLP is serving as BioVeris’s legal counsel.
Davis Polk & Wardwell and Foley & Lardner LLP are serving as Roche’s legal counsel.
About
Roche’s Immunochemistry business
At 5.7 billion US, Immunochemistry is the largest
lab diagnostic segment and growing at more than double clinical chemistry. In 2006, Roche’s immunochemistry
business grew by 13%, significantly outpacing the market. Up till now Roche’s strategy has been to focus
on leveraging the value of the Elecsys immunochemistry technology in the human diagnostics market. However
an increasing number of Roche’s in-vitro diagnostics customers are expanding their business into the
area of clinical trials. The market for clinical trials of close to 400 million Swiss francs is growing
at approximately 10% per annum, driven by both the increasing number of clinical trials and the larger
numbers of patients enrolled in these trials. The acquisition of BioVeris will allow Roche Diagnostics
to participate in this growing market segment.
About BioVeris
Corporation
BioVeris Corporation is a global health care and biosecurity company
developing proprietary technologies in diagnostics and vaccinology. The Company is dedicated to the
development and commercialization of innovative products and services for healthcare providers, their
patients and their communities. BioVeris is headquartered in Gaithersburg, Maryland (USA). Further information
about BioVeris is available at www.bioveris.com.
About
Roche
Headquartered in Basel, Switzerland, Roche is one of the world’s leading
research-focused healthcare groups in the fields of pharmaceuticals and diagnostics. As the global leader
in biotechnology, Roche contributes on a broad range of fronts to improving people’s health and quality
of life by supplying innovative products and services for the early detection, prevention, diagnosis
and treatment of diseases. Roche is the world leader in in-vitro diagnostics, the leading supplier of
drugs for cancer and transplantation and a market leader in virology. It is also engaged in other important
therapeutic areas including autoimmune, inflammatory and metabolic disease and diseases of the central
nervous system. In 2006 sales by the Pharmaceuticals Division totaled 33.3 billion Swiss francs, and
the Diagnostics Division posted sales of 8.7 billion Swiss francs. Roche employs roughly 75,000 people
worldwide and has R&D agreements and strategic alliances with numerous partners, including majority
ownership interests in Genentech and Chugai. Additional information about the Roche Group is available
on the Internet at www.roche.com.
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