Meridian Signs Agreement in Principle to Acquire Leading Manufacturer and Distributor of Biological Components
CINCINNATI--(BUSINESS WIRE)--Nov. 10, 2004--Meridian Bioscience, Inc., (Nasdaq:VIVO) today announced it has executed a letter of intent to acquire all the outstanding capital stock of O.E.M. Concepts, Inc., a leading producer and distributor of biological components headquartered in Toms River, New Jersey. The purchase price includes cash and future performance-based earn out opportunities, the amounts of which were not disclosed. O.E.M. Concepts' management team will remain in place and continue after the transaction is completed. The transaction is expected to be completed within 60-90 days.
O.E.M. Concepts manufactures and distributes highly specialized biologicals for the diagnostic, pharmaceutical, and research markets. The Company is a high quality, large-volume producer of monoclonal antibodies that are critical components of commercial diagnostic products used in the diagnosis of infectious diseases and in the monitoring of human protein levels in metabolic disorders, pregnancy, and cardiac disease. Annual revenues exceed $4 million and are growing rapidly. The Company is profitable and the acquisition is expected to be accretive to Meridian's earnings. This acquisition adds important technologies and capabilities to Meridian's Life Science business and it will compliment Meridian's expanding life science subsidiaries, BIODESIGN International(R) and Viral Antigens, Inc. In addition to its technological capabilities, the acquired business adds proprietary know-how in the production of high-volume, custom biologicals. Through the acquisition and development of advanced enabling technologies, Meridian continues to expand its life science business to support and service researchers, diagnostic test manufacturers, as well as biopharmaceutical and biotechnology companies.
William J. Motto, Chairman and CEO, stated, "This potential acquisition adds key capabilities and revenues to our expanding life science business. We will continue to focus upon increasing shareholder value through the use of technologies that yield products for improving health and well-being. We are enthusiastic about the strategic fit as it relates to Meridian's goals of growing its life science business through internal growth and acquisitions. We anticipate a smooth integration into the Meridian business structure."
Completion of the transaction is subject to execution of a definitive purchase agreement, satisfactory due diligence, and other customary conditions.
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward looking statements accompanied by meaningful cautionary statements. Except for historical information, this report contains forward-looking statements which may be identified by words such as "estimates", "anticipates", "projects", "plans", "expects", "intends", "believes", "should" and similar expressions or the negative versions thereof and which also may be identified by their context. Such statements are based upon current expectations of the Company and speak only as of the date made. The Company assumes no obligation to publicly update any forward looking statements. These statements are subject to various risks, uncertainties and other factors that could cause actual results to differ, including, without limitation, the following: Meridian's continued growth depends, in part, on its ability to introduce into the marketplace enhancements of existing products or new products that incorporate technological advances, meet customer requirements and respond to products developed by Meridian's competition. While Meridian has introduced a number of internally-developed products, there can be no assurance that it will be successful in the future in introducing such products on a timely basis. Ongoing consolidations of reference laboratories and formation of multi-hospital alliances may cause adverse changes to pricing and distribution. Costs and difficulties in complying with laws and regulations administered by the United States Food and Drug Administration can result in unanticipated expenses and delays and interruptions to the sale of new and existing products. Changes in the relative strength or weakness of the U.S. dollar can change expected results. One of Meridian's main growth strategies is the acquisition of companies and product lines. There can be no assurance that additional acquisitions will be consummated or that, if consummated, will be successful and the acquired businesses successfully integrated into Meridian's operations.
Meridian is a fully integrated life science company that manufactures, markets and distributes a broad range of innovative diagnostic test kits, purified reagents and related products and offers biopharmaceutical enabling technologies. Utilizing a variety of methods, these products provide accuracy, simplicity and speed in the early diagnosis and treatment of common medical conditions, such as gastrointestinal, viral, urinary and respiratory infections. All Meridian diagnostic products are used outside of the human body and require little or no special equipment. The Company's products are designed to enhance patient well-being while reducing the total outcome costs of healthcare. Meridian has strong market positions in the areas of gastrointestinal and upper respiratory infections, serology, parasitology and fungal disease diagnosis. In addition, Meridian is a supplier of rare reagents and specialty biologicals along with proteins and other biologicals used by biopharmaceutical companies engaged in research for new drugs and vaccines. The Company markets its products to hospitals, reference laboratories, research centers, veterinary testing centers, physician offices and diagnostics manufacturers in more than 60 countries around the world. The Company's shares are traded through Nasdaq's National Market, symbol VIVO. Meridian's website address is www.meridianbioscience.com.
CONTACT: Meridian Bioscience, Inc. John A. Kraeutler, 513-271-3700 SOURCE: Meridian Bioscience, Inc.