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PerkinElmer Files Action Against MDS, Danaher Deal

NEW YORK (GenomeWeb News) – PerkinElmer has filed an action in an Ontario court seeking to block MDS' pending sale of a joint venture between the firms to Danaher.

PerkinElmer's stake in MDS's Analytical Technologies business is due to a previously signed joint venture between PerkinElmer and MDS Sciex to develop, manufacture, and sell inductively coupled plasma mass spectrometers. MDS said that this product line represents less than 10 percent of annual revenue generated by the Analytical Technologies business.

In a notice of application filed with the Ontario Superior Court of Justice, PerkinElmer seeks alternatives to providing its consent to the sale of the Analytical Technologies business. The notice names Toronto-based MDS, Washington, DC-based Danaher, and Danaher subsidiary DH Technologies Development PTE.

In September, MDS announced it had reached an agreement to sell the Analytical Technologies business to Danaher for $650 million in cash. As part of the deal, MDS also agreed to sell its interest in the PerkinElmer joint venture to Danaher, subject to PerkinElmer's consent, which is required by the terms of the joint-venture agreement.

As of Friday, PerkinElmer had not provided its consent, MDS said. In the Analytical Technologies sale agreement, MDS and Danaher agreed that if PerkinElmer's consent was not obtained, MDS would retain its interest in the joint venture and other related assets, and would facilitate the continued fulfillment of MDS's joint-venture obligations.

According to MDS, PerkinElmer is seeking a range of alternative possible remedies, including: court direction with respect to the development of protocols to enforce key provisions of the MDS/PerkinElmer joint-venture agreement; an injunction preventing enforcement of provisions of the MDS Analytical Technologies/Danaher sale agreement, which provide for MDS' retention of the joint venture; or an interim and permanent injunction preventing the completion of the sale of the Analytical Technologies business to Danaher.

MDS said that it believes it has a strong position and, if necessary, intends to defend this claim. The company continues to believe it will complete the sale of the Analytical Technologies business in the first calendar quarter of 2010.

Life Technologies also has a mass spec joint venture with MDS under the Analytical Technologies business, and would receive $450 million for its stake in the joint venture as part of the sale of Analytical Technologies to Danaher, pushing the total expected cost of Danaher's acquisition to approximately $1.1 billion.