Atlanta-based Serologicals said that it will issue up to 5 million shares its common stock, which currently trades at $21.20 on the NASDAQ, and the balance of the price will be paid in cash.
Privately held Upstate employs 260 people worldwide and recorded revenues of $44.4 million for fiscal year 2003. The firm is based in
Upstate sells cell signaling research reagents to academic, biotech and pharmaceutical investigators. Serologicals expects the deal will provide the company with a significant presence in the preclinical drug screening and target validation market, with a focus on kinase screening and protein interaction. The firm also said that it expects the Upstate and Chemicon subsidiaries would launch approximately 1,500 new research products per year.
Serologicals, which anticipates closing the acquisition in the fourth quarter of this year, said the deal will add roughly $80 million to its revenues and between $.03 and $.05 to its diluted earnings per share in fiscal 2005. The acquisition was approved by Serologicals' board of directors and by holders of approximately 90 percent of the shares of voting stock of Upstate.
JPMorgan Chase Bank will finance the cash portion of the purchase under a new credit facility for Serologicals. JPMorgan also acted as exclusive financial advisor to Serologicals on the transaction.