HERCULES, Calif., April 6 /PRNewswire-FirstCall/ -- Bio-Rad Laboratories, Inc. , a multinational manufacturer and distributor of life science research products and clinical diagnostics, announced today that it has made a proposal to BioSource International, Inc. to acquire all of its outstanding shares for $8.50 per share in cash. Bio-Rad already owns close to 5% of the outstanding shares of BioSource.
Norman Schwartz, Bio-Rad's President and Chief Executive Officer, noted that "Our offer represents a 21% premium to BioSource's closing price on April 5, 2005 and a 30% premium to its three-year average closing price. We believe this provides an attractive premium and enhanced liquidity for BioSource shareholders." Based on yesterday's closing price, BioSource was valued at approximately $68 million, while the proposal today values BioSource at over $82 million.
Bio-Rad made its proposal in the form of a letter to the BioSource board, a copy of which is attached to this press release. In the letter, Bio-Rad stated that it has made repeated attempts over the last two years, including most recently this past Monday, to persuade the BioSource board to enter into negotiations regarding a merger and that each of these attempts was rebuffed by the BioSource board of directors.
Brad Crutchfield, Bio-Rad's Vice President of Life Sciences, said, "The synergies offered by the combination of the product lines and research capabilities of Bio-Rad and BioSource make this an attractive match and will enable us to add value to the BioSource business."
"We anticipate retaining the vast majority of BioSource's current employees," Mr. Crutchfield added. "BioSource would operate as a 'center of excellence' within our company, an approach we've successfully applied to allow acquired companies to continue focusing on their core mission while drawing on Bio-Rad's resources."
"In short," Mr. Schwartz said, "This combination will be good for the customers, employees and shareholders of both companies."
In recent years Bio-Rad has integrated several acquisitions in the areas of blood virus, food safety, process chromatography and gene expression.
Following is the full text of the letter that was sent from Mr. Schwartz to Jean-Pierre L. Conte, BioSource's Chairman of the board of directors, and other members of BioSource's board of directors. Bio-Rad would fund the acquisition of BioSource entirely though existing funds and would not require any outside financing.
Management will discuss this proposal in a conference call at 2:00 p.m. PT (5:00 p.m. ET) on April 6, 2005. Interested parties can access the call by dialing (800) 299-6183 (in the U.S.), or (617) 801-9713 (international), access number 16807007. The live web cast can be accessed by clicking http://phx.corporate-ir.net/playerlink.zhtml?c=127104&s=wm&e=1045724 (*please be sure to copy the entire url.) A replay of the call will be available at (888) 286-8010 (in the U.S.), or (617) 801-6888 (international), access number 31618917, for seven days following the call and the archived web cast can be accessed by using the link above for 30 days.
Bio-Rad Laboratories, Inc. (http://www.bio-rad.com/) is a multinational manufacturer and distributor of life science research products and clinical diagnostics. It is based in Hercules, California, and serves more than 70,000 research and industry customers worldwide through a network of more than 30 wholly owned subsidiary offices.
Various statements made within this press release may constitute "forward- looking statements" for purposes of the Securities and Exchange Commission's "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995 and Rule 3b-6 under the Securities Exchange Act of 1934. The forward- looking statements contained herein involve risks and uncertainties that could cause results to differ materially from the Company's expectations.
April 6, 2005
Jean-Pierre L. Conte
Chairman of the Board
BioSource International, Inc.
542 Flynn Road
Camarillo, California 93012
Dear Mr. Conte:
I am writing to affirm Bio-Rad's continued strong interest in acquiring BioSource and to propose an acquisition at a price of $8.50 per share in cash for each outstanding share that we do not already own. Bio-Rad currently owns close to 5% of BioSource's outstanding shares.
On multiple occasions over the last two years, including most recently on Monday, April 4, we have expressed our desire to acquire BioSource. Although you have often stated your intention to sell BioSource at some point, on each of those occasions you have been unwilling to enter into merger negotiations with us or be specific on when you will initiate a sale process.
We believe that the time for a sale is now and that our proposal will offer significant value to BioSource's stockholders-value in excess of what BioSource has been able to achieve on its own. Our proposal represents a 21% premium to the BioSource closing share price on April 5, 2005. Our proposal also looks very attractive when compared to BioSource's long-term stock price performance, representing a 30% premium to the three-year average closing price.
We believe that this proposal represents a full, fair and compelling value for BioSource, and would be extremely well received by your stockholders.
In addition to the completion of customary due diligence, our proposal is conditioned on the negotiation of a mutually acceptable merger agreement. Our proposal has the full support of our board of directors and management team and is not subject to any financing condition. We are prepared to move quickly toward the execution of definitive transaction documents. With your cooperation, we believe we can conduct due diligence and negotiate a definitive merger agreement within two weeks.
We are simultaneously sending you our proposal to nominate a slate of directors for election at your 2005 annual meeting. Although it is our strong preference to negotiate a mutually acceptable merger agreement with BioSource, by delivering our proposal notice we are preserving our ability to pursue a proxy solicitation.
This proposal sets forth our current intent with respect to the acquisition of BioSource and is not meant to be binding on you or us unless we enter into a definitive merger agreement.
We are committed to acquiring BioSource and can move cooperatively and expeditiously to implement this transaction. We hope you will consider our proposal carefully. In light of the potential significance to the stockholders of BioSource and Bio-Rad of the matters set forth in this letter, we are making this letter public. We stand ready to work together with you.
Very truly yours,
BIO-RAD LABORATORIES, INC.
President and Chief Executive Officer
Bio-Rad Laboratories, Inc.