By Lisa Kerner
Charlotte, N.C., July 11 - New Brunswick Scientific Co., Inc. agreed to be acquired by Eppendorf Group for $11.50 per share in a deal valued at $110 million.
Eppendorf has also agreed to settle all the outstanding stock options of New Brunswick Scientific for cash, a company news release stated.
New Brunswick Scientific's board of directors unanimously approved this merger and recommends that shareholders also approve the transaction. A $3 million termination fee is included in the agreement.
The companies expect the merger to close in the third quarter of 2007, subject to customary closing conditions and shareholder approval.
New Brunswick Scientific co-founder and chairman David Freedman, other Freedman family members and certain members of the executive management and board of directors holding nearly 26% of the outstanding shares agreed to vote in favor of the merger.
"While there is always some sadness in selling the company that we have built, I am pleased that Eppendorf is the buyer," Freedman said in the release. "This well-regarded manufacturer offers the opportunity to continue the NBS brand, to support our customers and our products, and to offer the opportunity for our employees to continue with NBS."
New Brunswick Scientific will become a wholly owned subsidiary of Eppendorf and its common stock will no longer be publicly traded. Eppendorf expects to operate New Brunswick as a Center of Excellence as part of its international activities.
EuroConsult, Inc. advised New Brunswick Scientific and CBIZ Valuation Group, LLC provided a fairness opinion.
New Brunswick Scientific is based in Edison, N.J., and provides equipment and instrumentation for the life science industry.
Eppendorf products include liquid handling and centrifugation equipment products as well as related consumables. The company is based in Hamburg, Germany.
| Acquirer: | Eppendorf Group
|
| Target: | New Brunswick Scientific Co., Inc.
|
| Transaction total: | $110 million
|
| Price per share: | $11.50
|
| Termination fee: | $3 million
|
| Announcement date: | July 11
|
| Expected closing: | Third quarter of 2007
|
| Stock price for target: | Nasdaq: NBSC: $8.03 on July 10
|
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