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Cell Biosciences to acquire Alpha Innotech
SANTA CLARA, Calif.—In a move aimed at creating a global presence in the protein analysis market—with solutions that will range in cost from $5,000 to $200,000—Cell Biosciences Inc. announced in September its acquisition of Alpha Innotech Corp.
A definitive agreement calls for Cell Biosciences to pay $1.50 per share, or approximately $17.9 million in cash, for Alpha Innotech. Cell Biosciences will operate the combined facilities and retain the acquired company's staff.
"This acquisition will create a worldwide sales and marketing staff of about 50 people," states Cell Biosciences president and CEO Tim Harkness, who adds that he expects the combined businesses to be cash flow break-even in 2010.
Founded in 1992, Alpha Innotech offers a broad range of products, from entry-level gel documentation systems, to systems for multiplexed fluorescence and proteomics applications. The company claims to have sold more than 10,000 systems worldwide. In 2008, Alpha Innotech reported revenues of $17.6 million and was profitable on both an operating and a net-income basis. Alpha Innotech employs 62 people, primarily at its San Leandro, Calif. headquarters.
Cell Biosciences is a private life sciences company established in 2004, and is focused on "revolutionizing protein and biomarker research." The company's lead product is the CB1000, an automated nanofluidic capillary-based immunoassay platform designed for ultrasensitive detection and characterization of oncoproteins and other signaling proteins in ultra-small biological samples, such as small tumor biopsies, aspirates and blood. As in Western blot analysis, proteins from complex biological samples are separated, immobilized, and probed with antibodies. However, the CB1000 system uses an IEF separation to resolve the various phosphorylation states of signaling proteins. The separated proteins then are immobilized to the capillary wall using UV light and probed with primary and secondary antibodies. The secondary antibody is HRP-labeled, which enables ultrasensitive chemiluminescence detection. Even low-abundance proteins can be rapidly measured in tiny samples of as few as 25 cells.
The combination of Cell Biosciences and Alpha Innotech will create a global protein analysis business with a broad product line featuring both traditional and novel protein analysis technologies. Virtually every protein research laboratory worldwide would become a potential customer for the combined entity, Harkness notes.
"This strategic acquisition marks an important milestone in our plan to create a profitable, high-growth protein analysis business with global reach. There is a great strategic fit in people, products, technologies, and customers between Cell Biosciences and Alpha Innotech. I am particularly excited by the critical mass of talent and industry experience this combination creates," Harkness says.
Asked about future acquisition plans, he emphasizes that optimizing results achieved by adding Alpha Innotech to the Cell Biosciences family comes first, but that longer term, there will be an ongoing assessment.
Ron Bissinger, CEO at Alpha Innotech, adds, "The innovative technology of Cell Biosciences makes it an ideal partner for Alpha Innotech. I expect the combined company to create great value for our customers and employees, and to generate exceptional products for the protein research community."
The completion of the transaction is subject to customary terms and conditions, including approval by the stockholders of Alpha Innotech. The directors, executive officers and certain stockholders of Alpha Innotech, who collectively hold approximately 33 percent of Alpha Innotech's outstanding common stock, agreed to vote their shares of Alpha Innotech common stock in favor of the transaction. The parties expect the transaction to be completed in approximately 60 days.
In connection with the transaction, Cell Biosciences has entered into agreements to raise an additional $19 million in cash in a second closing of a Series C Preferred Stock financing and a Series D Preferred Stock financing led by its largest investor, The Wellcome Trust. Existing investors Domain Associates, Novo A/S, Latterell Venture Partners, The Vertical Group and Royal Bank of Canada have agreed to participate in the financing. BroadOak Partners served as financial advisor to Alpha Innotech in connection with the transaction.