- To acquire 92% of outstanding shares
- Commences subsequent offering for all remaining shares
- Launches new division, MDS Analytical Technologies
TORONTO, March 20 /CNW/ - MDS Inc. (NYSE: MDZ; TSX: MDS), a leading
provider of products and services to the global life sciences markets,
announced today that 92% of the outstanding shares of Molecular Devices
Corporation were validly tendered by shareholders of Molecular Devices in the
tender offer, which expired at 5 pm EDT on March 19, 2007. All validly
tendered shares have been accepted for payment in accordance with the terms of
the tender offer. MDS also announced that a subsequent offering period for all
remaining shares of Molecular Devices has been initiated.
MDS will launch a new business unit called MDS Analytical Technologies,
combining the Molecular Devices and MDS Sciex businesses to serve the most
prestigious pharmaceutical, biotechnology, government, and academic laboratory
customers with innovative solutions to improve the speed and efficacy of their
drug discovery and development efforts. MDS Sciex President, Andy Boorn, Ph.D.
will lead the new unit and will launch integration plans immediately to bring
together two businesses that had revenues of approximately US$432 million in
2006, and more than 1,100 employees with over 250 scientists and engineers.
"We are very excited by the potential of this winning combination," said
Andy Boorn. "This new business unit will build upon MDS Sciex's leadership in
mass spectrometry and Molecular Devices' leadership as a renowned supplier of
systems, reagents and software used by researchers worldwide to accelerate the
pace of drug discovery and development."
"The Molecular Devices acquisition marks a major first step in expanding
MDS's footprint in the life sciences field," said Stephen P. DeFalco,
President and Chief Executive Officer, MDS Inc. "I have met with Molecular
Devices employees and I am very impressed by their commitment to leadership
and innovation. Their commitment is a strong fit with our strategic plans to
build a stronger MDS with the launch of MDS Analytical Technologies."
MDS's wholly-owned subsidiary, Monument Acquisition Corp, has accepted
the shares in its current tender offer for Molecular Devices common shares,
par value US$0.001 per share. As of the expiration of the tender offer,
approximately 15,319,964 shares (including 830,888 shares that were tendered
pursuant to guaranteed delivery procedures) have been validly tendered and not
withdrawn in the tender offer, together representing in excess of 92% of the
outstanding shares of Molecular Devices. All validly tendered shares have been
accepted for payment in accordance with the terms of the tender offer.
Monument Acquisition Corp. has also initiated a subsequent offering period for
all remaining untendered shares of Molecular Devices. This subsequent offering
period will expire at 5:00 pm EDT on March 23, 2007, unless further extended.
The same US$35.50 per share price offered in the prior offering period will be
paid during the subsequent offering period. The procedures for accepting the
tender offer and tendering shares during the subsequent offering period are
the same as those described for the offer in the Offer to Purchase by Monument
Acquisition Corp. except that (i) the guaranteed delivery procedures may not
be used during the subsequent offering period and (ii) shares tendered during
the subsequent offering period may not be withdrawn.
MDS expects to effect a merger of Monument Acquisition Corp. with and
into Molecular Devices. In the merger, Monument Acquisition Corp. will acquire
all other shares of Molecular Devices (other than those as to which holders
properly exercise appraisal rights) at the same US$35.50 per share price, net
to the seller, without interest, that was paid in the tender offer. As a
result of the merger, Molecular Devices will become an indirect wholly-owned
subsidiary of MDS. If Monument Acquisition Corp. becomes the owner of at least
90% of Molecular Devices outstanding shares following this subsequent offering
period and the delivery of shares tendered pursuant to guaranteed delivery
procedures or otherwise, MDS will be able to effect the merger without the
need for a meeting of Molecular Devices shareholders.
MDS intends to complete the merger as soon as practicable. Molecular
Devices shareholders who continue to hold their shares at the time of the
merger and fulfill certain other requirements of Delaware law will have
appraisal rights in connection with the merger.
About MDS Inc.
MDS Inc. (TSX: MDS; NYSE: MDZ) is a global life sciences company that
provides market-leading products and services that our customers need for the
development of drugs and diagnosis and treatment of disease. We are a leading
global provider of pharmaceutical contract research, medical isotopes for
molecular imaging, radiotherapeutics, and analytical instruments. MDS has more
than 5,600 highly skilled people in 28 countries. Find out more at
www.mdsinc.com or by calling 1-888-MDS-7222, 24 hours a day.
About MDS Analytical Technologies
MDS Analytical Technologies is the newly established MDS Inc. business
unit and is a world-class organization comprised of two main lines of
business. The MDS Sciex product portfolio offers proven market leadership in
mass spectrometry through its joint ventures with two of the world's leading
analytical instrumentation and life sciences companies, Applied Biosystems, a
business of the Applera Corporation and PerkinElmer Inc. The Molecular Devices
product portfolio is the gold standard in high-performance bioanalytical
measurement systems that accelerate and improve drug discovery and other life
sciences research. Find out more at www.mdssciex.com or
This announcement is not an offer to purchase shares or a solicitation of
an offer to sell shares. The Offer is being made solely by the Offer to
Purchase and the related Letter of Transmittal. The Offer to Purchase dated
February 13, 2007, as amended, the Letter of Transmittal and related materials
may be obtained free of charge by directing such requests to MacKenzie
Partners, Inc., 105 Madison Avenue, New York, NY 10016, or by calling
MacKenzie Partners, Inc. toll free at (800) 322-2885.
Investors and stockholders of Molecular Devices should read the Tender
Offer Statement on Schedule TO, as amended, the Offer to Purchase and any
other documents relating to the Offer that are filed with the United States
Securities and Exchange Commission ("SEC") because they contain important
information about the tender offer. Investors and stockholders of Molecular
Devices may obtain these and other documents filed by MDS, the Purchaser and
Molecular Devices for free from the SEC's web site at http://www.sec.gov.
This press release contains forward-looking statements. Some
forward-looking statements may be identified by words like "expects",
"anticipates", "plans", "intends", "indicates" or similar expressions. The
statements are not a guarantee of future performance and are inherently
subject to risks and uncertainties, including risks to both companies that the
acquisition of Molecular Devices will not be consummated as the transaction is
subject to certain closing conditions, if the transaction is consummated,
there will be risks and uncertainties related to MDS' ability to successfully
integrate the two companies. MDS' and Molecular Devices' actual results could
differ materially from those currently anticipated due to these risks and a
number of other factors, including, but not limited to, successful integration
of structural changes, including restructuring plans, acquisitions, technical
or manufacturing or distribution issues, the competitive environment for the
respective products of MDS and Molecular Devices, the development of new
products, the degree of market penetration of the respective products of MDS
and Molecular Devices, and other factors set forth in reports and other
documents filed by MDS and Molecular Devices with Canadian regulatory
authorities and the U.S. Securities and Exchange Commission from time to time.
Molecular Devices and MDS are under no obligation to (and expressly disclaim
any such obligation to) update or alter their forward-looking statements
whether as a result of new information, future events or otherwise.
For further information:
For further information: Investors: Sharon Mathers, Vice-President,
Investor Relations and External Communications, MDS Inc., (416) 675-6777 x
34721, firstname.lastname@example.org; Media: Kim Lee, Manager, Investor Relations,
MDS Inc., (416) 675-6777 x 32606, email@example.com