Eppendorf will acquire the outstanding common stock of New Brunswick Scientific (NBS) for US$11.50 per share, and Eppendorf has also agreed to settle all the outstanding stock options of NBS for cash
The total value of the transaction, including the settlement of the stock options, is approximately $110 million.
NBS president and chief executive officer James Orcutt commented, "The NBS board has unanimously approved this merger and believes that it is in the best interests of shareholders.
"Furthermore, the board recommends that shareholders approve the merger agreement".
The closing of the transaction is subject to customary closing conditions, including receipt of regulatory approvals and the approval of the NBS shareholders.
The parties anticipate consummation of the transaction sometime during the third quarter of 2007.
Upon completion of the transaction, NBS will become a wholly owned subsidiary of Eppendorf and its common stock will no longer be publicly traded.
Eppendorf has also received commitments from David Freedman, co-founder and chairman of NBS, other Freedman family members and certain members of the executive management and board of directors of NBS representing nearly 26% of the currently outstanding shares to vote their shares in support of the merger.
Freedman stated: "While there is always some sadness in selling the company that we have built, I am pleased that Eppendorf is the buyer.
"This well-regarded manufacturer offers the opportunity to continue the NBS brand, to support our customers and our products, and to offer the opportunity for our employees to continue with NBS".
In addition to the existing NBS sales force, Eppendorf will enable NBS to benefit from Eppendorf's global distribution network to accelerate the long-term growth of the combined product range.
"Eppendorf is committed to providing our customers products and services that deliver them superior technology, quality, reliability and value.
"Our customers consider Eppendorf as one of the strongest brands among life science tools suppliers.
"Our growth strategy seeks to build upon these unique competitive advantages, including through acquisitions that seamlessly integrate into our pre-eminent brand position and product range.
"NBS's strong brand recognition and leadership position in complementary market segments makes this a compelling acquisition opportunity for Eppendorf," said Klaus Fink, chief executive officer of Eppendorf.
Fink continued, "Like Eppendorf, NBS enjoys a rich history and culture of innovation that seeks to develop solutions that address the unique needs of our customers.
"This combination offers our customers even greater value, as the combined company can address a broader range of their needs through more comprehensive solutions across equipment, consumables and global service".
