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The following is an excerpt of an 8-K statement filed by Inverness Medical Innovations, Inc., on April 5, 2006. Acquisition of the First Territory Business of ACON Laboratories, Inc. and Affiliates On March 31, 2006, we and certain of our subsidiaries completed our previously announced acquisition of the assets of ACON Laboratories’ business of researching, developing, manufacturing, marketing and selling lateral flow immunoassay and directly-related products in the United States, Canada, Europe (excluding Russia, the former Soviet Republics that are not part of the European Union, Spain, Portugal and Turkey), Israel, Australia, Japan and New Zealand (the “First Territory Business”) for approximately $55.1 million cash plus 711,676 shares of our common stock. An additional $10 million dollars in cash is payable to the sellers on the anniversary of the New Facility Closing, discussed below, and $1.2 million will be paid upon consummation of delayed closings with respect to the assets of the First Territory Business relating to Spain and Portugal, where regulatory approval is required as a condition to the acquisition. Our Acquisition Agreement (the “Agreement”) with ACON Laboratories, Inc. and certain of its affiliates also provides that we will acquire, through a subsequent acquisition, all of the capital stock of Rich Horizons International, Ltd. and its wholly-owned subsidiary ABON BioPharm (Hangzhou) Co., Ltd., which owns a newly-constructed manufacturing facility (the “New Facility”) currently undergoing validation in Hangzhou, China. The New Facility Closing is subject to validation of the New Facility, manufacture and shipment of a substantial product to a large customer and other ordinary and customary closing conditions. We currently expect the acquisition of the New Facility to occur during the second quarter of 2006 (the “New Facility Closing”). The aggregate purchase price for the acquired business, including payments made for the First Territory Business (as described above) and amounts to be paid for the New Facility, will be between $140 million and $175 million based upon a multiple of revenue and pre-tax profits of the First Territory Business determined from final audited financial results and subject to adjustment for working capital and net indebtedness with the Company assuming up to $4 million in net indebtedness of ABON related to the New Facility. Except as described above, the remaining aggregate purchase price is expected to be paid based on completion of certain milestones related to achievement of functional manufacturing operations in certain territories. The aggregate purchase price for the First Territory Business and the New Facility shall be paid by issuing an aggregate of up to $50 million of our common stock to ACON, with the remainder of the purchase price being paid in cash. For the full text of this 8-K, filed with the U.S. Securities and Exchange Commission, click here. |