HBIO Board Unanimously Rejects Skystone's Offer to Acquire the Company.
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Harvard Bioscience, Inc. (NASDAQ: HBIO), a leading provider of tools to
advance life science research, today confirmed that its Board of
Directors had unanimously rejected an unsolicited written offer from
Skystone Advisors LLC to acquire all outstanding shares of common stock
not already owned by Skystone and its affiliates for $5.00 per share.
Attached to this press release is the text of a letter from Chane
Graziano, CEO of Harvard Bioscience to Ms. Nelson, the managing member
of the Skystone funds, delivered today rejecting Skystone’s
offer.
"After careful analysis and consideration, the
Board determined that Skystone’s offer
undervalued Harvard Bioscience,” said Chane
Graziano, Harvard Bioscience’s chief executive
officer. "We believe our current strategy of
combining tuckunder acquisitions with organic growth can deliver better
value to all our stockholders than the Skystone offer. Over the last 10
years this strategy has delivered compound annual growth rates of
revenue of 23% and of non-GAAP adjusted operating income from continuing
operations of 22%. A reconciliation of the non-GAAP information to the
most comparable GAAP information is included with this press release. We
believe the recently announced launch of our microliter
spectrophotometer and the acquisition of Panlab confirms we are
implementing this strategy. In addition, we believe the recently
announced divestiture of the majority of our capital equipment division
will enable us to focus more management attention on our growth
strategy. Finally, the recently announced authorization of the $10
million share repurchase program confirms our optimism about the future
prospects for the company.”
About Harvard Bioscience.
Harvard Bioscience (HBIO) is a global developer, manufacturer, and
marketer of a broad range of specialized products, primarily scientific
instruments and apparatus, used to advance life science research at
pharmaceutical and biotechnology companies, universities and government
laboratories worldwide. HBIO sells its products to thousands of
researchers in over 100 countries through its 1,100 page catalog (and
various other specialty catalogs), its website and through its
distributors, including GE Healthcare, Thermo Fisher and VWR. HBIO has
sales and manufacturing operations in the United States, the United
Kingdom, Germany, Spain, and Austria with additional facilities in
France and Canada. For more information, please visit www.harvardbioscience.com.
This press release contains forward-looking statements within the
meaning of the federal securities laws. You can identify these
statements by our use of the words "guidance," "expects," "plans,"
"estimates," "projects," "intends," "believes" and similar expressions
that do not relate to historical matters.
These statements involve known and unknown risks, uncertainties and
other factors that may cause the Company's actual results, performance
or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
statements. Factors that may cause the Company's actual results to
differ materially from those in the forward-looking statements include
the Company's failure to successfully integrate acquired businesses or
technologies, expand its product offerings, introduce new products or
commercialize new technologies, unanticipated costs relating to
acquisitions, decreased demand for the Company's products due to changes
in its customers' needs, financial position, general economic outlook,
or other circumstances, overall economic trends, the timing of our
customers' capital equipment purchases and the seasonal nature of
purchasing in Europe, our potential misinterpretation of trends of our
capital equipment product lines due to the cyclical nature of this
market, economic, political and other risks associated with
international revenues and operations, additional costs of complying
with recent changes in regulatory rules applicable to public companies,
our ability to manage our growth, our ability to retain key personnel,
competition from our competitors, technological changes resulting in our
products becoming obsolete, our ability to meet the financial covenants
contained in our credit facility, our ability to protect our
intellectual property and operate without infringing on others'
intellectual property, potential costs of any lawsuits to protect or
enforce our intellectual property, economic and political conditions
generally and those affecting pharmaceutical and biotechnology
industries, impact of any impairment of our goodwill or intangible
assets, the amount of earn-out consideration that the Company receives
in connection with the recent disposition of a portion of the Company’s
Capital Equipment Business segment and factors that may impact the
receipt of this consideration, such as the revenues of the businesses
disposed of, the Company's inability to complete the divestiture of the
remaining portion of its Capital Equipment Business segment on
attractive terms, the potential loss of business at the remaining
portion of the Company's Capital Equipment Business segment relating to
the Company's decision to divest this business, unanticipated costs or
expenses related to the divestiture of the remaining portion of the
Capital Equipment Business segment, and our acquisition of Genomic
Solutions failing to qualify as a tax-free reorganization for federal
tax purposes, plus factors described under the heading "Item 1A. Risk
Factors" in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2006 or described in the Company's other public
filings. The Company's results may also be affected by factors of which
the Company is not currently aware. The Company may not update these
forward-looking statements, even though its situation may change in the
future, unless it has obligations under the federal securities laws to
update and disclose material developments related to previously
disclosed information.
Text of letter to Ms. Nelson from Mr. Graziano delivered 14 December
2007.
Harvard Bioscience, Inc.
84 October Hill Road
Holliston, MA 01746
Tel: 508 893 8999
Fax: 508 429 8478
By fax.
December 14, 2007.
Ms. Kerry Nelson
Managing Member
Skystone Advisors LLC
Two International Place
18th Floor
Boston
MA 02110
Dear Ms. Nelson,
Thank you for your letter addressed to the Board of Directors (the
"Board") of Harvard Bioscience, Inc. (the "Company") dated
December 12, 2007. I have discussed this letter with the Board and
the Board's conclusion is that the offer made by Skystone Advisors LLC
("Skystone") is not in the best interests of the Company's
stockholders as the Board believes the Company's current strategy of
organic growth plus tuckunder acquisitions can deliver better value to
the Company's stockholders than the offer made by Skystone.
Sincerely,
Chane Graziano,
CEO
Harvard Bioscience, Inc.
Harvard Bioscience Inc. Continuing Operations $, 000's
For the years ended December 31
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
Revenues
$
11,464
$
12,154
$
26,178
$
30,575
$
38,088
$
47,009
$
52,024
$
64,745
$
67,431
$
76,181
Reconciliation of US GAAP to Non-GAAP Adjusted
US GAAP operating income (loss)
$
2,119
$
2,412
$
1,196
$
(10,438
)
$
3,112
$
5,425
$
7,173
$
8,384
$
7,924
$
8,690
Stock compensation expense
-
-
$
3,284
$
14,676
$
2,656
$
1,269
$
519
$
69
-
$
1,934
Amortization of intangible assets
$
27
$
368
$
604
$
956
$
595
$
891
$
1,582
$
1,664
$
1,697
Fair value adjustments to costs of product sales
-
-
-
-
-
-
$
336
$
258
-
$
50
In-process research and development expense
-
-
-
-
$
159
-
-
-
-
-
Restructuring and severance related expense
-
-
-
-
-
$
474
-
-
$
302
-
Non GAAP adjusted operating income
$
2,119
$
2,439
$
4,848
$
4,842
$
6,883
$
7,763
$
8,919
$
10,293
$
9,890
$
12,371