Cell Biosciences,
Inc. and Alpha Innotech Corp. (OTC:APNO) (BULLETIN BOARD: APNO) today announced
that they have entered into a definitive agreement providing for the acquisition
of Alpha Innotech by Cell Biosciences for $1.50 per share or approximately $17.9
million in cash. This acquisition would significantly expand Cell Biosciences'
protein analysis business to include a global infrastructure and a broad protein
analysis product portfolio.
Founded in 1992, Alpha Innotech is a pioneer in the use of high-sensitivity
digital imaging systems for genomic and proteomic research. The company offers
a broad range of best-in-class products, from entry-level gel documentation
systems to premier systems for multiplexed fluorescence and proteomics applications.
The company has sold over 10,000 systems worldwide. In 2008, Alpha Innotech
achieved revenues of $17.6 million and was profitable on both an operating and
a net income basis. Alpha Innotech employs 62 people, primarily at its San Leandro,
California headquarters.
Cell Biosciences is a private life sciences company established in 2004, and
is focused on revolutionizing protein and biomarker research. The company's
lead product is the CB1000, a nanofluidic immunoassay platform designed for
ultrasensitive detection and characterization of oncoproteins and other signaling
proteins in ultra-small biological samples, such as small tumor biopsies and
stem cells. Cell Biosciences is headquartered in Santa Clara, California and
has 49 employees located in North America and Europe.
The combination of Cell Biosciences and Alpha Innotech would create a global
protein analysis business with a broad product line featuring both traditional
and novel protein analysis technologies. Virtually every protein research laboratory
worldwide would become a potential customer for the combined entity.
Commenting on the transaction, Tim Harkness, President and Chief Executive Officer
of Cell Biosciences, said, "This strategic acquisition marks an important
milestone in our plan to create a profitable, high-growth protein analysis business
with global reach. There is a great strategic fit in people, products, technologies,
and customers between Cell Biosciences and Alpha Innotech. I am particularly
excited by the critical mass of talent and industry experience this combination
creates."
Ron Bissinger, Chief Executive Officer at Alpha Innotech, added, "The innovative
technology of Cell Biosciences makes it an ideal partner for Alpha Innotech.
I expect the combined company to create great value for our customers and employees,
and to generate exceptional products for the protein research community."
Under the terms of the agreement, Cell Biosciences will acquire Alpha Innotech
for approximately $17.9 million, or $1.50 per share, and will assume $2.1 million
of outstanding debt, net of cash. The completion of the transaction is subject
to customary terms and conditions, including approval by the stockholders of
Alpha Innotech. The directors, executive officers and certain stockholders of
Alpha Innotech, who collectively hold approximately 33% of Alpha Innotech's
outstanding common stock, have entered into agreements with Cell Biosciences
pursuant to which they have agreed to vote their shares of Alpha Innotech common
stock in favor of the transaction. The parties expect the transaction to be
completed in approximately 60 days.
In connection with the transaction, Cell Biosciences has entered into agreements
to raise an additional $19 million in cash in a second closing of a Series C
Preferred Stock financing and a Series D Preferred Stock financing led by its
largest investor, The Wellcome Trust. Existing investors Domain Associates,
Novo A/S, Latterell Venture Partners, The Vertical Group and Royal Bank of Canada
have agreed to participate in the financing.
BroadOak Partners served as financial advisor to Alpha Innotech in connection
with the transaction.
Posted September 8th, 2009
