By Lisa Kerner
Charlotte, N.C., Sept. 2 - MDS Inc. said that following a comprehensive strategic review by its special committee, the committee agreed to sell, subject to shareholder approval, its MDS Analytical Technologies business to Danaher Corp. for $650 million in cash.
A portion of the sale proceeds, approximately $400 million to $450 million, will be returned to shareholders via a share buyback through a substantial issuer bid, according to a company news release.
Under a separate arrangement, Danaher agreed to purchase the portion of the Applied Biosystems/MDS Analytical Technologies mass spectrometry joint-venture partnership held by Life Technologies Corp., a Carlsbad, Calif.-based biotechnology tools company.
The Danaher transactions are conditioned on one another, MDS said.
A special meeting of MDS shareholders will be held sometime in October to approve the sale of MDS Analytical Technologies.
ValueAct Capital and Enterprise Capital Management Inc., MDS' two largest shareholders collectively holding approximately 23% of the company's outstanding stock, agreed with Danaher to vote in favor of the MDS Analytical Technologies transaction.
The sale is expected to close in the fourth quarter of 2009.
MDS said it is also looking for a buyer for its MDS Pharma Services business so that it can focus solely on its MDS Nordion business, which provides medical isotopes for molecular and diagnostic imaging, radiotherapeutics and sterilization technologies.
In June, MDS announced it wanted to sell its Central Labs business.
"The board and executive management team believe the proposed path forward provides the greatest opportunity to unlock the value of MDS businesses in the near-term and enables a substantial return of proceeds from the sale of the MDS Analytical Technologies business to shareholders," MDS chairman of the board James S.A. MacDonald, said in the release.
Goldman, Sachs & Co. provided a fairness opinion to MDS' board regarding the sale of the MDS Analytical Technologies business. Blair Franklin Capital Partners Inc. provided a fairness opinion on behalf of the company's shareholders.
Danaher designs, manufactures and markets professional, medical, industrial, commercial and consumer products and is based in Washington, D.C.
MDS is a Mississauga, Ont.-based life sciences company.
| Acquirer: | Danaher Corp.
|
| Target: | MDS Inc.'s Analytical Technologies business
|
| Announcement date: | Sept. 2
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| Transaction total: | $650 million
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| Expected closing: | Fourth quarter of 2009
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