Siemens acquires Dade Behring for $7B
DEERFIELD, IL – Siemens Medical Solutions, a healthcare industry supplier, and Dade Behring Holdings, Inc., a clinical diagnostics company, have announced their entrance into a definitive merger agreement under which Siemens will acquire all of the outstanding shares of Dade Behring for $77.00 per share in cash. The planned acquisition has a total transaction volume of approximately $7 billion.
Dade Behring has operations in 35 countries and serves more than 25,000 customers around the world. The company provides clinical laboratory equipment and integrated solutions for routine chemistry testing, immunodiagnostics (including infectious disease testing), hemostasis testing and microbiology.
Dade Behring realized sales of approx. $1.7 billion in fiscal year 2006 and an EBIT of $201 million including $21 million restructuring expense.
Siemens Medical Solutions offers imaging diagnostics, clinical laboratory diagnostics and healthcare IT solutions. This merger will serve to strengthen their presence in clinical laboratory diagnostics.
“The planned acquisition of Dade Behring complements our current capabilities and offers us the unique opportunity to create an unparalleled portfolio of products and services, and become world market leader in comprehensive clinical laboratory diagnostics,” said Erich R. Reinhardt, member of the Managing Board of Siemens AG and president of Siemens Medical Solutions.
Siemens is expected to commence a tender offer for any and all outstanding shares of Dade Behring common stock by August 8, 2007. The board of directors of Dade Behring voted to unanimously recommend to holders of their common stock to tender their shares in the tender offer. The tender offer is subject to various conditions, including the tender of a majority of the shares of Dade Behring common stock in the tender offer and the receipt of regulatory approvals. When the tender offer is completed the parties will cause a subsidiary of Siemens to merge with Dade Behring
Dade Behring will become a wholly owned subsidiary of Siemens and all outstanding shares of Dade Behring common stock will be converted into the right to receive the same consideration paid in the tender offer, when the merger is complete. The agreement contains customary terms and conditions, and transaction closing is expected within three to six months.
"Combined, Dade Behring and Siemens will have the potential to become uniquely positioned as the largest provider of clinical diagnostic products and services in the world," said Jim Reid-Anderson, chairman, president and CEO, Dade Behring. "We will continue to serve our clinical laboratory customers with the same care and commitment that we always have, by providing innovative products and outstanding service that meets their needs. Dade Behring's customer excellence business strategy has been the foundation of our success, and as part of Siemens Medical Solutions Diagnostics, the combined businesses will continue to follow that same strategy into the future."