ABBOTT LABORATORIES TO ACQUIRE VYSIS, INC.
Abbott Laboratories (NYSE:ABT) and Vysis, Inc. (Nasdaq:VYSI) today announced that the companies have entered into a definitive agreement for Abbott to acquire Vysis, a leading genomic disease management company that develops and markets clinical laboratory products, which provide information critical to the evaluation and management of cancer, prenatal disorders and other genetic diseases.
Under the terms of the agreement, Abbott will acquire Vysis for $30.50 per share. The acquisition is structured as a cash tender offer for all of the shares of Vysis, to be followed by a merger in which remaining Vysis shareholders will receive the same cash price per share. The transaction value is approximately $355 million. The tender offer is expected to be completed before year end, subject to regulatory approvals and customary closing conditions.
As part of the transaction with Vysis, Abbott has entered into an agreement with Amoco Technology Company (ATC), an indirect subsidiary of BP America Inc. and owner of approximately 65 percent of the outstanding shares of Vysis, pursuant to which ATC has agreed to tender and not withdraw all of its Vysis shares in the tender offer.
"This acquisition further strengthens our position in molecular diagnostics, with a portfolio of innovative tests for the detection of chromosomal and gene abnormalities," said Thomas D. Brown, senior vice president, Diagnostic Operations, Abbott Laboratories. "It provides an excellent fit with our long-term strategy of expanding our capabilities in diagnostics while targeting unmet needs, particularly in the area of cancer."
The acquisition of Vysis adds significantly to Abbott's portfolio of molecular diagnostic products with two currently marketed tests for cancer – the PathVysion™ HER-2 DNA Probe Kit, which detects amplification of the HER-2 gene in breast cancer patients, and the Vysis® UroVysion Bladder Cancer Recurrence Kit, which detects genetic changes in bladder cancer cells found in the urine. Both tests are based upon Vysis' proprietary Fluorescence in situ Hybridization (FISH) DNA probe technology used to detect changes in genes or chromosomes.
Vysis has filed a premarket approval application (PMA) supplement with the FDA seeking claims for selecting breast cancer patients for Herceptin® therapy and is collaborating with Genentech, Inc. and Hoffmann-La Roche Inc., the developers and marketers of Herceptin, a monoclonal antibody treatment for metastatic breast cancer.
Additional Vysis products include tests for prenatal testing, chronic myelogenous leukemia, chronic lymphocytic leukemia and bone marrow transplants. Vysis also has a number of products in the pipeline at various stages of clinical development, including tests for cervical cancer, lung cancer and melanoma.
Vysis will also serve as an important tool in the development of new cancer therapeutics in Abbott's pharmaceutical, discovery and development organizations.
"Abbott is the ideal fit for Vysis," said John Bishop, president and chief executive officer of Vysis. "Our leading technology in genomic testing complements Abbott's broad capabilities in the worldwide diagnostics market and will create significant synergies in research and development as we progress toward the development of new and more focused diagnostics and therapeutics."
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