Charles River Laboratories International, a Wilmington, Mass.-based CRO, has entered into a definitive agreement to acquire Celsis International, a global provider of rapid bacterial detection systems for quality control testing in the biopharmaceutical and consumer products industries, for $212 million in cash. Celsis’s systems are principally used for product-release testing to help ensure the safe manufacture of drugs and consumer products.
The acquisition complements Charles River Endotoxin and Microbial Detection’s (EMD) position as a provider of rapid endotoxin testing and bacterial identification for biopharmaceutical manufacturing, and creates the most comprehensive solution for rapid quality control testing of biopharmaceutical and consumer products.
The addition of Celsis, with its Advance II, Accel and Innovate systems for non-sterile applications, will complement EMD’s recently introduced PTS-Micro, a rapid bacterial (bioburden) detection system for sterile biopharmaceutical applications. The comprehensive EMD and Celsis portfolio is expected to drive increased adoption of EMD’s quality control testing solutions across both sterile and non-sterile applications, as clients seek a single provider for their rapid product-release testing needs.
The revenue growth rate for Celsis is expected to be in the low-double digits for the foreseeable future, with a non-GAAP operating margin higher than the Manufacturing Support segment. The purchase price implies a multiple of approximately 14x adjusted EBITDA for the last twelve months through March 31.
The transaction is expected to close in the third quarter of 2015, subject to customary closing conditions. The acquisition is expected to represent approximately 1% of Charles River’s 2015 consolidated revenue, and approximately 2.5% of 2016 consolidated revenue. It also is expected to be accretive to non-GAAP earnings per share by approximately $0.05 in 2015 and $0.15 to $0.20 in 2016.
The acquisition and associated fees are expected to be financed through a combination of borrowings under Charles River’s revolving credit facility and cash. Charles River will not assume any of Celsis’s debt or cash balances as part of this transaction. Celsis will be reported as part of the EMD business in Charles River’s Manufacturing Support segment.