HBIO Divests the Majority of its Capital Equipment Business
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Harvard Bioscience, Inc. (NASDAQ: HBIO) today announced it has completed
the sale of its Genomic Solutions Division and its Belgian subsidiary,
Maia Scientific, both part of its Capital Equipment Business Segment, to
Digilab, Inc. The purchase price payable by Digilab under the terms of
the Asset Purchase Agreement consists of $1,000,000 in cash plus
additional consideration in the form of an earn-out based on 20% of the
revenue generated by the acquired business as it is conducted by Digilab
over a three-year period post-transaction. The Asset Purchase Agreement
contains customary representations, warranties, indemnification and
escrow provisions. Under the structure of the sale, Harvard Bioscience
retains the rights to certain deferred tax assets, which are currently
offset by valuation allowances. The COPAS flow cytometry product line
(held by our Union Biometrica US and German subsidiaries), was not
included in this sale, and Harvard Bioscience intends to pursue a sale
of this product line in a separate transaction.
David Green, President of Harvard Bioscience, remarked, "The
completion of the divestiture of the majority of our Capital Equipment
Business Segment will allow the HBIO management team to focus our
resources on our apparatus and instrumentation business and to continue
our pursuit of tuck-under acquisitions. We believe this acquisition is
great news for the employees, channel partners, and customers of the
Genomic Solutions and Maia Scientific businesses, who will now be able
to pursue their goals without the distraction of a sale process.”
Sidney Braginsky, Executive Chairman of Digilab, remarked "the
acquisition of Harvard Biosciences Genomics Solutions and MAIA
Scientific businesses broadens our global footprint in both the Life
Sciences Research pre-analytics market and our commitment to provide
downstream systems and solutions using novel sample prep, biomarker, and
spectroscopy methods to the point of need in healthcare, process
control, and safety and security markets. As has been true in the past,
Digilab looks forward to solidifying and expanding both its end user
customer and partnering relationships to take advantage of the current
and future value of these acquired assets as an integral part of our
current products and services offerings.”
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.
About Digilab, Inc.
A global leader in molecular spectroscopy systems for over 40 years,
Digilab provides innovative products and services for the life sciences
research and in-vitro diagnostics markets including pharmaceutical and
biotech industries as well as universities and governments. Digilab's
primary focus is on sample preparation, bioinformatics, and
detection/analysis tools enabling solutions for research and development
featuring molecular spectroscopy methods.
Digilab acquired SpectraCode in West Lafayette Indiana, a technology
leader in Raman Spectroscopy and developer of systems/solutions for
portable "point of need”
molecular spectroscopy identification. Digilab concluded an exclusive
OEM Distribution Agreement with Boehringer Ingelheim Microparts under
which it commercializes Boehringer Ingelheim proprietary MicroSystems
Technology (MST) Microspectrometers. Digilab and Boehringer Ingelheim
also have a cooperation to bring point of need molecular spectroscopy
devices to the marketplace. Digilab also acquired BioVisioN GmbH, now
Digilab Peptidomics®. Digilab Peptidomics has
developed and commercializes internationally patented Peptidomics
products and services. Digilab works with companies such as AstraZeneca,
Boehringer Ingelheim, Merck & Co, Novartis, Novo Nordisk, Roche
Diagnostics, Abbott Laboratories, and Solvay Pharmaceuticals to address
their needs for novel peptide biomarkers and bioactive peptides for
targeted therapeutics.
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 are
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, 2007
or described in the Company's other public filings and our ability to
utilize any or all of the deferred tax assets retained after the sale of
the net assets of our Genomic Solutions division and MAIA Scientific and
our ability to complete the divestiture of our COPAS product line on
attractive terms or at all. The ability of the Company to receive all or
any portion of the earn-out is subject to the satisfaction of a number
of terms and conditions many of which are beyond the control of the
Company, and there can be no assurances that the Company will receive
all or any portion of the earn-out. 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.