Bio-Techne Announces Acquisition Agreement

Apr 15, 2014, 08:00 ET from Techne Corporation

MINNEAPOLIS, April 15, 2014 /PRNewswire/ -- Techne Corporation (NASDAQ: TECH) (d/b/a Bio-Techne) announced today that its R&D Systems China Co. Ltd. (R&D China) subsidiary has entered into an agreement to acquire 100% of the ownership interest of Shanghai PrimeGene Bio-Tech Co. (PrimeGene).  PrimeGene is a leader in the China market in the development, manufacture and distribution of recombinant proteins for research and diagnostic applications.  The transaction is expected to close in the fourth quarter of fiscal 2014, subject to the satisfaction of certain closing conditions.  The acquisition is not subject to any financing contingencies.

R&D Systems, a member of the Bio-Techne group, is a leading developer and manufacturer of purified cytokines (proteins), antibodies, immunoassays and biologically active small molecules, which are sold to biomedical researchers and clinical research laboratories. PrimeGene and R&D China will collectively operate under the leadership of Managing Director Dr. Wendy Shao after close of the transaction.

PrimeGene was founded in 2006 and is based in Shanghai, China.  Many of its recombinant protein products can be used in both research and pre-clinical studies. We believe PrimeGene is well positioned to capitalize on rapid domestic growth driven by the increasing attention to basic sciences, as well as Bio-Techne's worldwide reach into adjacent research markets.

PrimeGene had product sales of approximately $4 million in calendar 2013 and, therefore, the acquisition will not have a material effect on Bio-Techne's fourth quarter fiscal year 2014 or fiscal 2015 sales.  The PrimeGene ownership interest will be acquired for cash, subject to adjustment following closing based on the final level of working capital of PrimeGene.

Charles R. Kummeth, President and Chief Executive Officer of Bio-Techne, said, "We are delighted to add the PrimeGene team to the Bio-Techne family.  The PrimeGene business expands our regional manufacturing capabilities, creating more critical mass for our rapidly growing China business and complements our existing product portfolio by adding over 400 new protein products."

PrimeGene General Manager, Wang Huisheng, added, "Strategically, we believe the fit is excellent, as both PrimeGene and R&D China have many customers in common and yet our product offerings are fairly complementary.  Consequently, we anticipate the combined business will represent more of a one-stop-shop for our customers and position us well to compete in the global market.  In addition, there are many similarities of culture between the two companies and we look forward to leveraging the R&D Systems commercial channels."

Mr. Wang will continue to serve as General Manager of PrimeGene following the closing.

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Techne Corporation (d/b/a Bio-Techne) is engaged in the development, manufacture and sale of biotechnology products and clinical controls through its two operating subsidiaries:  Research and Diagnostic Systems, Inc. (R&D Systems) of Minneapolis, Minnesota and R&D Systems Europe, Ltd. (R&D Europe) of Abingdon, England. 

R&D Systems is a specialty manufacturer of biological products.  R&D Systems has four subsidiaries:  Bionostics, Inc., located in Devens, MA; BiosPacific, Inc. (BiosPacific), located in Emeryville, CA; Boston Biochem, Inc., located in Cambridge, MA; and R&D China, located in Shanghai, China.  Bionostics develops, manufactures and supplies clinical controls primarily for point-of-care instrumentation on a worldwide basis. BiosPacific is a worldwide supplier of biologics to manufacturers of in vitro diagnostic systems and immunodiagnostic kits. Boston Biochem is a leading developer and manufacturer of ubiquitin-related research products.

R&D China and R&D Europe distribute our biotechnology division products.  R&D Europe has two subsidiaries: Tocris Holdings Ltd. (Tocris) of Bristol, England and R&D Systems GmbH, a German sales operation. Tocris is a leading supplier of chemical reagents for non-clinical life science research.

Forward-Looking Statements

Certain statements found in this release may constitute forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995, including the expected completion of the acquisition, the time frame in which this will occur, the expected benefits to Bio-Techne family and PrimeGene from completing the acquisition, and the expected financial performance of Bio-Techne following completion of the acquisition. Forward-looking statements reflect the speaker's current views with respect to future events and financial performance and include any statement that does not directly relate to a current or historical fact.  Forward-looking statements can generally be identified by the words "believe," "expect," "anticipate" or "intend" or similar words.  The following important factors, among others, have affected and, in the future, could affect our actual results: the integration of PrimeGene into the Bio-Techne family, the effect of new branding and marketing initiatives, the integration of new leadership, the introduction and acceptance of new biotechnology and clinical control products, the levels and particular directions of research by our customers, the impact of the growing number of producers of biotechnology research products and related price competition, general economic conditions, the impact of currency exchange rate fluctuations, and the costs and results of research and product development efforts of the Company and of companies in which we have invested or with which we have formed strategic relationships.

For additional information concerning such factors, see the section titled "Risk Factors" in our annual report on Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements we make in our press releases due to new information or future events. Investors are cautioned not to place undue emphasis on these statements.

SOURCE Techne Corporation