Mergers and Acquisitions

*On January 20, 2014, bioMérieux has announced that it has finalized its acquisition of 100% ownership in BioFire Diagnostics, a privately held U.S.-based company specialized in molecular biology. The two companies present strong strategic synergies, especially in marketing, manufacturing and innovation. FilmArray® is a key differentiating asset in the development of bioMérieux’s franchise in infectious disease diagnostics, its primary area of expertise. FilmArray® will benefit from the global and dynamic bioMérieux commercial network. bioMérieux will contribute its capabilities to the automation of reagent production, thereby optimizing manufacturing costs. The BioFire’s site in Salt Lake City will become bioMérieux’s hub for its expansion in molecular biology and R&D teams from the two companies will contribute to the development of new panels, creating very attractive prospects for the future. bioMérieux and BioFire will start integration process, focusing on leveraging the positive synergies between both companies, to drive FilmArray® sales and menu expansion. In order to meet the expectations of BioFire’s biodefense customers in the United States, a wholly owned subsidiary dedicated to the biodefense activities will be established. All the BioFire personnel, activities and equipment associated with the defense business are physically transferred to a protected and separate site in Salt Lake City.
* On September 3, 2013, bioMérieux has entered into an agreement to acquire BioFire Diagnostics Inc., a privately held U.S.-based company specialized in molecular biology. BioFire invented, manufactures and commercializes its multiplex PCR FilmArray® system, a simple and rapid molecular biology solution dedicated to the diagnosis of infectious diseases. The company’s first commercially launched FilmArray® solution is a respiratory panel that tests for 20 viruses and bacteria and delivers results in one hour. This respiratory panel is CE-marked and also received FDA clearance for commercialization in the United States. In addition, the sepsis panel was approved by the FDA at the end of June. Other panels are currently under development, including a gastrointestinal panel and meningitis panel. The FilmArray® system represents a key asset in the development of bioMérieux’s franchise in infectious disease diagnostics, its primary area of expertise, which accounts for 85% of sales in clinical applications. On the basis of ongoing R&D, FilmArray®should make it possible to detect over 70 disease agents responsible for respiratory, gastrointestinal and blood infections within the next three years. Thus, FilmArray® is the ideal addition to bioMérieux’s differentiated position in molecular biology, which is based on the easyMAG® extraction system and the ARGENE range in particular. BioFire’s solutions will furthermore benefit from the extensive and dynamic bioMérieux commercial network, particularly in North America and Europe. In addition, bioMérieux will contribute its capabilities to the automation of reagent production, thereby optimizing manufacturing costs.

Under the terms of the agreement, bioMérieux will acquire 100% ownership of BioFire. The transaction will include a $450 million acquisition price and the company’s net financial debt. Completion of this acquisition remains subject to usual closing conditions, in particular certain regulatory approvals. The deal is expected to close by the end of the fiscal year or in early 2014 and consequently will not have a significant impact on sales and current operating income before nonrecurring items in 2013. Acquisition costs will amount to €6 million to be recorded under nonrecurring items. This acquisition will be funded through indebtedness.

Created over 20 years ago, BioFire has developed, produced and marketed a number of automated molecular biology systems, in particular LightCycler®, licensed to Roche Diagnostics. BioFire, which is specialized in PCR*technology, recently developed FilmArray®, a revolutionary system that has introduced a new standard in molecular diagnostics: a syndromic approach to infectious diseases. This new medical approach is based on analyzing a syndrome and, with a single reagent, identifying the disease-causing organisms responsible for this syndrome, whether they are viruses or bacteria. FilmArray®is a closed system that integrates all molecular diagnostics steps into a single process: sample preparation, amplification, detection and analysis of results. With unmatched user-friendliness, the system makes it easier for hospitals to perform the molecular biology tests available on its menu in the hospital laboratory, increasing the efficiency of diagnostics from both a medical and an economic viewpoint.