Illumina Inc. signed a definitive agreement to acquire Verinata Health, Inc. from Mohr Davidow Ventures, Alloy Ventures, Inc., Sutter Hill Ventures and other shareholders for $450 million.
January 06, 2013 at 11:00 pm
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Illumina Inc. (NasdaqGS:ILMN) signed a definitive agreement to acquire Verinata Health, Inc. from Mohr Davidow Ventures, Alloy Ventures, Inc., Sutter Hill Ventures and other shareholders for $450 million on January 6, 2013. The consideration comprises of $350 million plus up to $100 million in milestone payments through 2015 based on the achievement of certain regulatory and revenue milestones. Under the transaction, Illumina deposited into escrow $30 million of consideration otherwise payable to shareholders of Verinata. This amount will be held in escrow to cover indemnification claims under the acquisition agreement. Illumina Inc. will acquire the common stock and Series A, B, C & C-1 Preferred Stock of Verinata Health, Inc. in the transaction. The transaction will be financed primarily with cash on hand. Verinata will operate as a division of Illumina with the same management and employees.
The deal is expected to close after the satisfaction of customary regulatory approval, approval by stockholders of Verinata, approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Dissenters rights limited, execution of escrow and ancillary agreements. The Board of Directors of Illumina and Verinata Health have approved the transaction. The transaction was approved by the stockholders of Verinata on January 6, 2013. The transaction is expected to be approximately $0.20 dilutive to Illumina's non-GAAP earnings per share in 2013 before turning accretive beginning in 2014 and beyond.
Adam Chazen, Ivan Farman and Alex Desjardins of Merrill Lynch & Co., Inc. acted as a financial advisor and Jack Bodner, Frederick W. Kanner, Jack Bodner, Scott Smith, Dan Levine, Larry Bartenev, Peter Schwartz, Ira Palgon, Rob Heller, Ellen Corenswet, Bruce Deming, Scott Anthony, Ben Hoch, Mike Francese, Will Woolston, Scott Danzis, Peter Safir, Keir Gumbs and Jessica Milner of Covington & Burling LLP acted as a legal advisor to Illumina. Philip Richter and William Macholz of Fried Frank Harris Shriver & Jacobson LLP acted as legal advisor for Merrill Lynch & Co., Inc. Donna M. Petkanics and Robert T. Ishii of Wilson Sonsini Goodrich & Rosati acted as legal advisor for Verinata Health.
Illumina, Inc. specializes in the development, manufacturing and marketing of integrated systems for the analysis of genetic variation and biological function. The group's products are for genomic research centers, pharmaceutical companies, university institutions, clinical research organizations, and biotechnology companies. Net sales break down by source of income as follows:
- product sales (84.1%): tools and instruments for sequencing, genotyping, genetic expression, etc.;
- sales of services (15.9%).
Net sales are distributed geographically as follows: the United States (52.4%), Americas (3.6%), Europe (25.3%), Asia/Pacific/Middle East/Africa (10.2%) and China/Taiwan/Hong Kong (8.5%).
Illumina Inc. signed a definitive agreement to acquire Verinata Health, Inc. from Mohr Davidow Ventures, Alloy Ventures, Inc., Sutter Hill Ventures and other shareholders for $450 million.