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Crystal-clear acquisitions
May 2012
SHARING OPTIONS:
CORNING, N.Y.—Although a quick look through your kitchen
cabinets will probably yield all sorts of evidence of Corning Inc.’s prominence
in your life, many forget that the company’s business spans many industries,
especially high-tech ones—among them life sciences. That aspect of the business
got the prospect of a big boost April 10 with the announcement that Corning has
reached a definitive agreement with BD (Becton, Dickinson and Co.) to acquire
the majority of its Discovery Labware unit for approximately $730 million in
cash.
The acquisition is expected to be complete later this year,
subject to customary closing conditions, including receipt of regulatory
approvals.
“The Discovery Labware unit’s extensive product portfolio
and established dealer network will significantly improve Corning Life
Sciences’ offerings to customers and is a critical part of Corning’s long-term
growth strategy,” said Wendell P. Weeks, chairman, CEO and president of
Corning, in the news release about the deal. “With sales of approximately $235
million, the acquisition will expand Corning Life Sciences’ annual revenues by
40 percent and catapult the segment toward its goal of being a $1 billion
business by 2014. And, the acquisition provides added momentum for Corning to
achieve our $10 billion revenue target in the next few years.”
While the company is far from floundering, life sciences
represents an important growth segment to offset lagging activity in other
areas, such as a drop in demand for flat-screen televisions. In 2011, for
example, profits at Corning's display technologies unit fell more than 20
percent to $2.3 billion, which drove down overall profits, even though revenue
had increased to a record $7.9 billion.
Corning has been in life sciences for a long time—reaching
back into the company history for the past 90 years or more, notes Dr. Richard
M. Eglen, vice president and life-sciences general manager for Corning Life
Sciences. As such, that market segment has long been a part of the company’s vision
and part of its growth strategy, but it’s only in the last several years that
it has represented a very concerted and deliberate growth path, in which
acquisitions have played a key role, he says.
“We’ve had this trend toward growing the business through
internal, organic growth and also selective mergers and acquisitions for
several years now, and since about 2009, we’ve made three other acquisitions to
grow the life-sciences business,” Eglen tells ddn. “First, there was
Axygen in 2009, then Plaslab in 2010 and most recently, before Discovery
Labware, was the acquisition of Mediatech at the end of 2011. We are highly
selective about the organizations we wanted to add to Corning, and BD’s
business fit very well into our selective needs and strategy. Acquisitions are
a large part of what’s going on in life sciences in general, but while we may
be part of that trend, we are doing it in a more strategic and targeted way
than compared to many companies.”
Axygen was attractive as a leading manufacturer and distributor
of high-quality life sciences plastic consumable labware, liquid handling
products and benchtop laboratory equipment with operations in the United
States, France, Poland and China.
Plaslab brought with it a wide array of sampling, testing
and analysis products—including Petri dishes, bottles, containers, tubes, bags
and accessories—to complement the general labware, cell culture, lab equipment
and high-throughput screening and assay products offered by Corning.
Mediatech was attractive for developing, manufacturing and
selling a broad range of high-quality cell culture media and molecular biology
reagents related to tissue and cell culture applications.
While he couldn't get into details about discussions that
led up to the BD acquisition plans or how long negotiations have been going on,
Eglen tells ddn that “We were already aware that Discovery Labware was a
leading supplier of plastic consumable labware; we always thought they would be
a good addition to our business. In the past, we’d had some informal
discussions about a possible acquisition, though nothing serious. But they
finally decided they really liked the idea and they reached out to us and
that’s when the real discussions started.”
When this latest acquisition is complete, Corning will integrate
four of the Discovery Labware unit’s main product platforms: plastic consumable
labware (including tubes, pipettes, Petri dishes, tissue culture dishes and
flasks); liquid-handling products; cell-based assays and cell cultureware; and
ADME research into the Corning Life Sciences business segment.
As for why Corning isn’t buying the whole of BD’s Discovery
Labware business, Eglen says, “There were certain assets that were more aligned
with BD and they elected to retain those as part of their own growth strategy.
So, the deal excludes their advanced bioprocessing platforms, for example.”
James B. Flaws, vice chairman and chief financial officer
for Corning, noted in the news release about the deal that the company will use
a portion of its domestic cash balances to fund the transaction.
“We plan to continue our current share repurchase activity
and maintain our ability to provide additional shareholder distributions in the
future, should the board of directors choose to do so,” he said, adding that Corning
predicts the transaction will be slightly accretive in 2013. “We expect this to
grow to 5 cents per share, excluding purchased intangibles amortization, when
full integration into our existing business is complete by 2016. Life sciences
is an attractive growth industry and has low capital intensity. We expect this
acquisition to provide a stable stream of incremental cash flow to Corning as
we become a more balanced company.”
“Although short-term investors will likely focus on the net
negative impact to free cash flow for 2012, we believe longer-term investors
will consider the impact to free cash flow in 2013 and beyond,” maintains
Andrew Huang, an analyst with Sterne Ageet, adding, “We do not think the
acquisition will impact Corning's ability to move ahead with
shareholder-friendly distributions.”
BD’s Discovery Labware unit, headquartered in Billerica,
Mass., has operations in Massachusetts, North Carolina and the United Kingdom,
and extensive dealer networks in Asia, Europe and North America. Eglen notes
that it is still too early in the acquisition process to comment on what might
be done, if anything, regarding the business’ location, staffing or other
possible changes, but he did note in an official statement that “we are
extremely excited and proud to add these talented people, proven research
ability and established and well-respected products to Corning Life Sciences.”
“This acquisition fits really well into our short- and
long-term strategies for Corning Life Sciences, as well as Corning Inc. as a
whole,” Eglen tells ddn. “Corning’s strategy is to use its strong
financial position to grow in a well-integrated fashion and this fits in with
that. It improves our balance sheet and our overall strategic balance, and
brings to us a portfolio of products that allow us to offer a wide range of lab
products and services.”
“We are pleased that we found in Corning a buyer committed
to growing sales for these components of our Discovery Labware unit, ensuring
their ongoing success, and continuing to deliver value and service to
customers,” said William A. Kozy, executive vice president of BD, in an
official statement. “This sale will enable our BD Biosciences segment to focus
resources and management attention on both our recent Biosciences acquisitions and
our recently launched new instrumentation products, which are essential to our
accelerated growth efforts.”
Corning expands life-sciences product portfolio to include
cell culture media, custom solutions
CORNING, N.Y.—Even as it looks to expand through the
acquisition of most of BD’s Discovery Labware business, Corning is also
expanding its life-sciences segment through continued organic growth, the most
recent example being its newly increased portfolio of cell culture offerings,
thanks to the addition of Corning cellgro, a line of high-quality cell culture
media and molecular biology reagents for tissue and cell culture applications.
The Corning cellgro product line—announced in early
April—combined with Corning’s disposable vessels and surfaces, reportedly
provides researchers with a comprehensive portfolio of products for all stages
of cell culture growth and scale-up, from sample preparation and separation
through harvesting. Corning cellgro products are manufactured by Mediatech
Inc., a subsidiary of Corning Inc., which happens to be the most recent
acquisition by Corning Life Sciences prior to the signing of the deal with BD.
“Enhancing our cell culture and molecular biology portfolio
with the cellgro brand supports our continued commitment to deliver customers
worldwide with a full range of innovative laboratory products,” said Dr.
Richard Eglen, vice president and general manager of Corning Life Sciences. “We
now offer researchers and manufacturers off-the-shelf or fully customized
beginning-to-end cell culture workflow solutions to facilitate upstream and
downstream cell culture, help improve efficiency and produce more reliable,
repeatable results.”
“This advancement bolsters our acquisition strategy and the
synergistic approach we take to add incremental value to our customers,” Eglen
added. “Since the acquisition of Mediatech Inc. in December 2011, we have also
successfully integrated our sales and technical support teams to support the
newly expanded full product line.” Code: E051202 Back |
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