GE Healthcare to acquire Biacore for SEK 330 per share in SEK 2.9 billion deal

By E. Janene Geiss

Philadelphia, June 20 - GE Healthcare, a unit of General Electric Co., announced Tuesday its intention to acquire Biacore International AB, a leading provider of life science tools for protein research, in a deal valued at about SEK 2.9 billion.

GE Healthcare will begin a tender offer to acquire all of the outstanding shares of Biacore for SEK 330 per share, payable in cash, for a total consideration of about SEK 2.9 billion, on a fully diluted basis, net of Biacore cash and equivalents, according to a company news release.

Compared to Biacore's volume weighted average share price on the Stockholm Stock Exchange of SEK 245 for the month ended June 19, the offer represents a premium of 35%, Biacore said.

Compared to the closing share price on Monday, the last trading day before the offer was announced, of SEK 282 per share, the offer represents a premium of 17%, Biacore said.

The acceptance period is expected to run from July 10 to Aug. 10.

Biacore said the offer is, among other conditions, conditional upon GE Healthcare becoming the owner of more than 90% of the total number of shares in Biacore on a fully diluted basis.

Pfizer Health AB, the largest shareholder in Biacore with 41% of the shares and votes has irrevocably undertaken to accept the offer, Biacore said.

Management and members of the board of directors, together holding about 0.3% of the share capital and voting rights, have agreed to accept the offer under certain conditions.

By combining with Biacore, GE Healthcare said it will create a broad offering of tools for protein research, an area of increasing importance in biomedical research and the discovery of new medicines.

"As a result of today's transaction, Biacore will be able to benefit from the additional technical and commercial resources of GE Healthcare to accelerate its growth and further expand our opportunities in protein research," Erik Wallden, chief executive officer and president of Biacore, said in the release.

Biacore employs about 300 people worldwide, and operates research and development and manufacturing facilities in Uppsala, Sweden, where GE Healthcare's Life Sciences business is also based.

Upon completion of the tender offer, GE Healthcare said it intends to combine the expertise of Biacore with that of GE Healthcare Life Sciences, to create a world leading center of excellence in Protein Science in Uppsala.

"After evaluating the offer and receiving a fairness opinion from Carnegie Investment Bank AB that the offer is fair from a financial point of view, it is the board's opinion that the transaction is in the shareholders' best interest," Donald R. Parfet, chairman of Biacore, said in the release.

The transaction is expected to close in the third quarter of this year.

UBS Securities LLC is advising GE Healthcare on this transaction, officials said.

Based in Chalfont, St. Giles, England, GE Healthcare is a $15 billion unit of General Electric Co.

Biacore is an Uppsala, Sweden, supplier of systems for protein interaction analysis.

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