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Quidel Amends Acquisition of Alere BNP Assay Business

NEW YORK (360Dx) – Quidel today announced it has amended its previously announced acquisition of Alere's Triage B-type naturietic peptide assay business to include Quidel's direct commercial responsibility for the assays run on Beckman Coulter analyzers.

Under the original terms of the deal announced in July, Quidel would purchase the Triage BNP assay business, along with Triage's facility and associated real estate in San Diego. The deal also included Quidel's buy of Alere's MeterPro cardiovascular and toxicology assets, and Quidel would sell the BNP assays and MeterPro products through its direct sales force and distributors.

Alere is selling the Triage and MeterPro businesses to satisfy regulatory requirements for the pending $5.3 billion sale of the company to Abbott.

As a result of the amended terms — which still includes the Triage facility and associated real estate in San Diego — the purchase of Alere's BNP business and the MeterPro business is now estimated at $680 million, including $400 million for the Triage business, $40 million in contingent consideration, and $240 million in deferred consideration for the BNP business, Quidel said. The original purchase price was estimated at $440 million.

Brian Weinstein, an analyst at William Blair, said in a research note today that the deal gives Quidel "control over the entirety of the BNP business" which was not the case under the terms of the previous deal, which gave Abbott some distribution rights and about $50 million of EBITDA associated with those rights. He added that it became apparent during the antitrust review of the Abbott-Alere deal that the BNP distribution was an obstacle to that deal getting completed, and the amended Quidel-Alere agreement was carried out to facilitate Abbott's purchase of Alere. 

Quidel said that the actual revenues in 2016 for the BNP business under the revised terms were $245 million, compared to $197 million under the previously structured deals. The company will fund the transactions through cash on hand and committed financing from Bank of America Merrill Lynch and JP Morgan Chase Bank.

Quidel expects the deal to closed within 30 days after the close of the Abbott-Alere transaction, which is expected to be completed by Sept. 30.

Separately today, Abbott extended its cash tender offer to purchase all outstanding shares of Alere's Series B convertible perpetual preferred stock at a price of $402 per share in connection with that acquisition.