New Brunswick Scientific and Eppendorf Enter Into Merger Agreement
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Privately Held Eppendorf to Acquire All Outstanding Common Stock for $11.50 Per Share
EDISON, N.J. and HAMBURG, Germany, July 11 -- New Brunswick Scientific Co., Inc. ("NBS") (NASDAQ:NBSC), and Eppendorf Group ("Eppendorf") today announced that they have entered into a merger agreement whereby Eppendorf will acquire the outstanding common stock of NBS for $11.50 per share. 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 T. 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. Mr. 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."
Following closing of this acquisition, Eppendorf expects to operate New Brunswick as a Center of Excellence as part of its international activities. 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 amongst 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.
Mr. 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. We are excited to welcome NBS and its employees into the Eppendorf family. Our similar histories and cultures create a solid basis for future successes together."
Deutsche Bank acted as financial advisor to Eppendorf, and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Eppendorf. EuroConsult, Inc. acted as financial advisor to NBS, CBIZ Valuation Group, LLC provided a fairness opinion to the Board of Directors of NBS and Morgan, Lewis & Bockius LLP acted as legal advisor to NBS.
About New Brunswick Scientific
New Brunswick Scientific Co., Inc., is a leading global innovator providing a comprehensive line of equipment and instrumentation for the life science industry. NBS's products are used in the creation, maintenance and control of physical and biochemical environments required for the growth, detection and storage of microorganisms for medical, biological and chemical applications, environmental research and commercial products. Established in 1946, NBS is headquartered in Edison, New Jersey, with sales and distribution facilities located in the United States, Europe and Asia.
News releases and other information on NBS are available on the Internet at: http://www.nbsc.com/
About Eppendorf
Eppendorf is a global leader in laboratory equipment and associated consumables. Eppendorf products include liquid handling and centrifugation equipment products including related consumables as well as instruments and systems for PCR, cell technology and micro arrays that are used by researchers in life science, drug discovery, clinical, environmental and industrial laboratories. Founded in 1945, Eppendorf, a privately-held company headquartered in Hamburg, Germany, has revenues of more than $400 million, and employs approximately 2,000 people in over 20 countries.
News releases and other information on Eppendorf are available on the Internet at: http://www.eppendorf.com/
Source: New Brunswick Scientific Co.
CONTACT: Investors, Thomas Bocchino, Vice President, Finance and Treasurer of New Brunswick Scientific Co., Inc, +1-732-650-2500, tbocchino@nbsc.com; or Jorn Peplow, Vice President, Corporate Communications of Eppendorf AG, +49 40-53801-0, peplow.j@eppendorf.de
Web site: http://www.nbsc.com/
http://www.eppendorf.com/
