February 16, 2012 – SeraCare Life Sciences, Inc. (NASDAQ: SRLS) recently announced it will be acquired by Linden Capital. The 25 year old Milford, Massachusetts-based company specializes in medical diagnostics equipment including testing & screening of patients, drug & vaccine research, development, and manufacturing, and sample storage management & processing. SeraCare began looking for a buyer in August 2011 after rejecting a $4.25/share unsolicited offer by MSMB Capital in June 2011.
The take private is the first in Linden’s 10 year history. The Chicago-based private equity firm currently manages $575 million in capital and focuses on the healthcare and life sciences industries. PrivCo, the private company financial data authority, breaks down its most recent deal:
- Shareholders will receive $4/share cash. With 20.2 million shares outstanding, the $4 price would value the deal at $80.8 million on a fully-diluted basis.
- The $4/share price represents a 25% premium over SRLS’ 30 day volume weighted average, or a 12% premium over last Friday’s $3.58 closing price (SRLS closed this Wednesday at $3.94, just shy of Linden’s offering price).
- The deal is presently funded entirely by equity from Linden, but may change to debt + equity according to Brian Miller, a managing partner at Linden.
- Linden’s offer includes a 3% break-up fee.
- SeraCare Deal Advisors: Lazard as financial advisor and Foley Hoag LLP as outside counsel
- Linden Deal Advisors: William Blair & Company, L.L.C. as financial advisor and Kirkland & Ellis LLPas legal counsel
The acquisition adds to the recent flurry of Private Equity activity in the healthcare industry including JLL Partners, Inc.’s $392 million acquisition of American Dental Partners, Inc. and Bain Capital, Inc.’s $487 million acquisition of Physio-Control Inc. These acquisitions add to the $227.4 billion in M&A activity in the sector in 2011, up 11% from 2010 as private equity firms double down on an aging US and European population.
Although the deal is expected to close in the second quarter of 2012, questions have been raised over the board’s unanimous approval of the deal. SeraCare’s shares were trading well above the $4 offering price just a year ago (SeraCare shares spiked to $4.85/share on Jan. 14, 2011). The shares again spiked (to $4.09) on July 22nd, 2011. See PrivCo’s report on SeraCare for the most up-to-date information on the pending deal.