Caliper Technologies Corp. today announced that it has entered into a definitive agreement to acquire Massachusetts-based Zymark Corporation, a provider of laboratory automation, liquid handling and robotics solutions to the life sciences, biotechnology and pharmaceutical industries.
Under the terms of the agreement, Caliper will purchase Zymark for approximately $57 million, subject to adjustment based on the amount of Zymark’s cash, debt and certain other obligations at closing, and 3.15 million shares of Caliper common stock.
The agreement also provides for a potential additional earn-out stock component of up to 1.575 million shares of Caliper stock. This is dependent on meeting specified targets for sales of Zymark products in 2003 and 2004.
Upon the closing of the acquisition, Zymark will become a wholly owned subsidiary of Caliper, and will continue to sell products under its own name.
‘We have been aggressively looking for a value-creating acquisition, as compelling as this one, that will drive the future success of our company and create significant benefit for our shareholders,’ said James L. Knighton, President and Chief Financial Officer. ‘Given Zymark’s 2002 revenues of $65.4 million, we now have a target for Caliper to be profitable by year-end 2005.’
The transaction is subject to customary closing conditions, including receipt of necessary regulatory approvals.