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In vitro to in vivo
January 2011
SHARING OPTIONS:
HOPKINTON, Mass.—Since Caliper Life Sciences Inc., a
developer of microfluidics, lab automation, liquid handling and optical imaging
technologies, evolved into its own entity in 2003, the company has grown about
21 percent annually.
With the lofty goal to become a $240 million company by
2014, Caliper is continuing that rapid growth by deploying what it calls an
“I-to-I Bridge” strategy, one that that aims to help its customer “bridge” the
gaps that exist in bringing in-vitro assays to in-vivo results—and
that strategy recently manifested itself in the form of Caliper’s acquisition
of Cambridge Research & Instrumentation (CRi), a privately held company
that develops optical imaging systems to advance biomedical research and
molecular-based drug and diagnostic development.
Under
the terms of the acquisition agreement, announced Dec. 9, Caliper will acquire
Woburn, Mass.-based CRi for $20 million, including net debt. In exchange for
all of CRi’s outstanding equity securities, Caliper will issue common stock
valued at approximately $10.5 million, pay cash of approximately $7.5 million
and assume CRi indebtedness of approximately $2 million.
According
to Kevin Hrusovsky, Caliper’s president and CEO, CRi’s patented preclinical and
tissue-based multiplexed analysis systems will expand Caliper’s life sciences
tools portfolio, particularly as it bridges into clinical research, pathology
and clinical market applications.
“CRi’s
advanced platforms add an important new dimension of capability to our suite of
next-generation life science tools, and positions Caliper to further address
biomarker discovery and companion diagnostics solutions for personalized
medicine development programs,” says Kevin Hrusovsky, Caliper’s president and
CEO.
The
acquisition also extends the reach of Caliper’s proprietary offerings along the
in-vitro to in-vivo bridge by filling the gap in tissue
analysis platforms, he adds.
“Five
years ago, we had a lot of customers tell us that they were getting phenomenal
results with in-vitro assays, thinking they had a great drug, but
when they moved into testing on small animals, they found all kinds of side
effects,” says Hruosovsky. “They needed testing platforms to expand that
continuum.”
That’s
when Caliper made the decision to acquire Xenogen Biosciences, a provider of in-vivo
preclinical CRO services, in 2006.
“After
that happened, one of my customers at Johnson & Johnson called me to ask,
‘what are you doing buying Xenogen? You should be buying CRi. It has a
phenomenal fluorescence technology that would be a great complement to your
offerings,’” Hruosvsky says. “Over the last few years, we could see the
technologies CRi was building out, and could see them fitting into our
long-term quest to become a major companion diagnostics partner for Big
Pharma.”
CRi
brings to the table $12 million in expected revenues for 2010, and Caliper
expects its technologies to deliver a 20 percent growth rate once it has been
absorbed into Caliper’s portfolio and operations. Those technologies include
Nuance and TRIO for multispectral imaging on brightfield and fluorescence
microscopes; inForm automated image analysis software; Vectra for
high-throughput slide imaging and analysis; and Maestro for in-vivo optical
imaging.
Ultimately,
Caliper’s entry into the emerging digital and multiplexed pathology market
segment has the potential to deliver a substantially greater growth profile,
Hrusovsky says.
“Similar
to the approach we used in our successful commercialization of other disruptive
technologies such as microfluidic LabChips and whole-animal optical imaging
systems, we see an opportunity to leverage CRi’s advanced multiplex technology
towards unmet needs in a rapidly changing market, in this case the
billion-dollar tissue imaging and digital pathology clinical research market,”
he says. “With CRi’s technologies in our toolkit, we will be able to offer a
more comprehensive suite of tools and services to address the important
emerging trend toward personalized medicine.”
Hrusovsky
also notes that CRi has relationships with several universities, medical
institutions and pharmaceutical and biotechnology companies. Pfizer, Merck,
Novartis, the Dana Farber Cancer Center, Stanford and Baylor College of
Medicine are a few stand-out customers that have used CRi’s products to perform
high-throughput, quantitative imaging of intact tissue, simultaneous analysis
of multiple biomarkers and multispectral imaging of small animals.
“When
we look at that customer list, it’s duplicative to the list we have today,”
Hrusosvky says. “So it’s not so much that this acquisition opens us up to new
markets, but creates more one-stop shopping for our customers.”
By
mid-2011, CRi’s headquarters and manufacturing operations will be consolidated
into Caliper’s facilities in Hopkinton, Mass., and CRi’s Woburn facility will
close. Nearly three-quarters of CRi’s 49 employees will be offered employment with
Caliper.
CRi
did not respond to a request for comment. In a statement announcing the deal,
George Abe, president and CEO of CRi, said, “Caliper’s market leadership and
extensive corporate relationships within the biotech and pharmaceutical
industries, coupled with its rich culture of nurturing and commercializing
innovative technologies, make Caliper the right partner to fully realize the
market potential of CRi’s portfolio of multiplexed imaging technologies.”
Abe
will join Caliper as senior vice president of cellular and tissue analysis and
will be responsible for directing the growth and strategic direction of the
tissue analysis business.
Overall,
Caliper expects to incur restructuring, integration and initial capital
investment costs of approximately $2.5 million, occurring mainly in 2011, in
order to achieve anticipated business combination synergy cost benefits of $2.5 million to $3 million per year,
which will be fully phased in by the end of 2011. The transaction is expected
to be EBITDA accretive in 2011.
Hrusovsky hints that this acquisition may soon be followed by others, as
Caliper sets its sites on becoming a $240 million company within the next three
years.
“What
we need to do to achieve that is do some other acquisitions in the range of
another $40 million during that period,” he says. “What we’re most interested in doing
is finding a reagents company to be part of this family. And as our value goes
up, it is going to be easier to acquire one of these companies.” Code: E011112 Back |
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