Danaher, a science and technology company, has agreed to acquire Iris International, a manufacturer of automated in vitro diagnostics systems and provider of personalized medicine solutions, for $19.50 per share in cash, representing an approximate 45% premium over the closing price of Iris's common stock on September 14, 2012.
"The board of directors voted unanimously to accept Danaher's proposal as it provides for an immediate compelling cash premium realization for our shareholders,” said César M. García, chairman, president and CEO of Iris International. “Further, Iris will benefit from being a part of a larger organization with significant resources to enable the acceleration of its diversified product pipeline strategy."
An affiliate of Danaher is expected to commence a tender offer for all of Iris' outstanding common stock within the next seven days, which will remain open for a minimum of 20 business days following its commencement. The tender offer is conditioned upon at least a majority of Iris' outstanding shares being tendered, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary conditions.
The transaction is structured as a tender offer followed by a merger and is expected to be completed in the fourth quarter of 2012. Upon closing, Iris will become part of Danaher's Beckman Coulter Diagnostics business.
Citi is acting as financial advisor and Stubbs Alderton & Markiles is serving as legal counsel to Iris in connection with the transaction.