Nanotechnology Now

Our NanoNews Digest Sponsors





Heifer International

Wikipedia Affiliate Button


android tablet pc

Home > Press > IDEX Corporation Signs Agreement to Acquire Microfluidics International Corporation

Abstract:
--Microfluidics' shareholders to be offered $1.35 per share in cash--

--Microfluidics to host conference call on January 11, 2011 at 8:30 AM ET--

IDEX Corporation Signs Agreement to Acquire Microfluidics International Corporation

Lake Forest, IL & Newton, MA | Posted on January 11th, 2011

IDEX Corporation (NYSE: IEX) today announced that it has entered into a definitive merger agreement to acquire Microfluidics International Corporation (OTC Bulletin Board: MFLU) for $1.35 per share, net to the seller in cash, and subject to adjustment as provided in the merger agreement. The transaction is expected to close in the first quarter of 2011.

The $1.35 per share cash purchase price represents a premium of approximately 69% over Microfluidics' volume-weighted average share price during the 30 trading days ending January 10, 2011, the last trading day prior to this announcement, and a 75% premium over Microfluidics' volume-weighted average share price during the 90 trading days ending January 10, 2011.

Microfluidics is a global leader in the design and manufacture of laboratory and commercial equipment used in the production of micro and nano scale materials for the pharmaceutical and chemical markets. Microfluidics is the exclusive producer of the Microfluidizer® family of high shear fluid processors for uniform particle size reduction, robust cell disruption and nanoparticle creation. Microfluidics' product and service offerings will enhance IDEX's micro fluidics and micro particle technology position. Headquartered in Newton, MA, Microfluidics achieved $16M in revenue in 2009. Microfluidics will operate as a stand-alone business within the IDEX Fluid and Metering segment. Microfluidics is expected to be accretive to IDEX's earnings in 2011.

The merger agreement provides for a wholly-owned subsidiary of IDEX to commence a tender offer to purchase all outstanding shares of Microfluidics. The Microfluidics Board of Directors unanimously determined that the offer and the merger are fair to and in the best interests of Microfluidics and its shareholders. The Board approved, adopted and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the offer, and recommended that holders of shares of Microfluidics common stock accept the offer and tender their shares in the offer.

In connection with the acquisition, Global Strategic Partners, LLC (GSP), a wholly-owned subsidiary of Celgene Corporation (NASDAQ: CELG), has agreed, subject to the same conditions as the offer, to sell to IDEX the Microfluidics $5,000,000 debenture previously issued to GSP (which is convertible for shares representing, after giving effect to such conversion, approximately 28% of the outstanding shares of Microfluidics based on shares outstanding at December 31, 2010) and to cancel all outstanding warrants to purchase Microfluidics common stock held by GSP.

In addition, Irwin Gruverman, the founder and a major shareholder of Microfluidics, as well as each of Microfluidics' directors and executive officers, have agreed to tender their shares in the offer; these stockholders own shares representing approximately 16% of the outstanding shares of Microfluidics at December 31, 2010.

The merger agreement provides for a two-step transaction. The first step will be a cash tender offer for all outstanding Microfluidics common stock, which is expected to commence in January 2011. In a second step merger, any untendered shares of Microfluidics common stock (other than those of dissenting holders) will be converted into the right to receive the same price paid in the offer. The tender offer and merger are subject to the satisfaction of customary closing conditions, including successful tender of a majority of the outstanding shares of Microfluidics common stock. There are no financing or regulatory conditions to the consummation of the transaction, nor is the transaction subject to approval by the shareholders of IDEX.

Commenting on the transaction, IDEX Chairman and Chief Executive Officer Larry Kingsley stated, "We are thrilled that Microfluidics has decided to join the IDEX team. Microfluidics' leading technology in particle size reduction and nanoparticle creation adds enabling technology to one of our key platforms supporting pharmaceutical research and production. Combining Microfluidics with our Quadro and Fitzpatrick pharma platform will allow for significant growth opportunities across the globe. We welcome the Microfluidics team to IDEX."

Microfluidics' Chief Executive Officer Michael C. Ferrara stated, "Microfluidics has completed a significant transformation— evolving into an innovative, efficient and financially stable technology provider with a robust product line that continues to serve as the gold standard for nanomaterials processing, particularly for pharmaceutical applications. As we look to the future, we believe the full potential of our technology can best be realized by a larger company with robust sourcing and distribution channels and complementary lines of innovative products. We are confident that IDEX—known as a global leader in the fluidics field across multiple platforms—is the ideal partner for Microfluidics. We believe that this proposed acquisition best meets the evolving needs of our global customers while also producing the value and liquidity that our shareholders deserve. We look forward to working with IDEX to complete the transaction in the first quarter of 2011."

Important additional information will be filed with the SEC and distributed to shareholders of Microfluidics.

This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of Microfluidics. The tender offer for shares of Microfluidics common stock described in this press release has not yet been commenced.

At the time the tender offer is commenced, IDEX and its wholly owned subsidiary, Nano Merger Sub, Inc., intend to file with the SEC and mail to Microfluidics shareholders a Tender Offer Statement on Schedule TO and related exhibits, including the offer to purchase, letter of transmittal and other related tender offer documents, and Microfluidics intends to file with the SEC and mail to its shareholders a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in connection with the transaction. These documents will contain important information about IDEX, Nano Merger Sub, Inc., Microfluidics, the transaction and other related tender offer matters. Investors and security holders are urged to read each of these documents carefully when they are available.

Investors and security holders will be able to obtain free copies of the Tender Offer Statement, the Tender Offer Solicitation/Recommendation Statement and other documents to be filed with the SEC by IDEX, Nano Merger Sub, Inc. and Microfluidics through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of these documents by contacting the Investor Relations departments of IDEX or Microfluidics.

####

For more information, please click here

Contacts:
IDEX Corporation:
Heath Mitts
VP - Corporate Finance
847-498-7070
or
Microfluidics International Corporation:
Peter Byczko
Vice President of Finance and
Chief Accounting Officer
(617) 969-5452, ext. 243
or
Investor Relations Contact:
Kari Watson or Doug MacDougall
MacDougall Biomedical Communications
(781) 235-3060

Copyright © IDEX Corporation

If you have a comment, please Contact us.

Issuers of news releases, not 7th Wave, Inc. or Nanotechnology Now, are solely responsible for the accuracy of the content.

Bookmark:
Delicious Digg Newsvine Google Yahoo Reddit Magnoliacom Furl Facebook

Related News Press

News and information

Nano Ruffles in Brain Matter: Freiburg researchers decipher the role of nanostructures around brain cells in central nervous system function October 31st, 2014

Gold nanoparticle chains confine light to the nanoscale October 31st, 2014

'Nanomotor lithography' answers call for affordable, simpler device manufacturing October 31st, 2014

Device invented at Johns Hopkins provides up-close look at cancer on the move: Microscopic view of metastasis could give insight about how to keep cancer in check October 31st, 2014

Microfluidics/Nanofluidics

Dolomite and Lab on a Chip launch Productizing Science® Competition 2015 October 7th, 2014

Dolomite to launch Meros TCU-100 temperature controller at Lab-on-a-Chip & Microarray World Congress September 15th, 2014

First Colloid and Polymer Science Lecture awarded to Orlin D. Velev: Chemical engineer honored for outstanding research in colloid science September 12th, 2014

UO-Berkeley Lab unveil new nano-sized synthetic scaffolding technique: Oil-and-water approach from Richmond's UO lab to spark new line of versatile peptoid nanosheets September 2nd, 2014

Announcements

Nano Ruffles in Brain Matter: Freiburg researchers decipher the role of nanostructures around brain cells in central nervous system function October 31st, 2014

Gold nanoparticle chains confine light to the nanoscale October 31st, 2014

'Nanomotor lithography' answers call for affordable, simpler device manufacturing October 31st, 2014

Device invented at Johns Hopkins provides up-close look at cancer on the move: Microscopic view of metastasis could give insight about how to keep cancer in check October 31st, 2014

Tools

Device invented at Johns Hopkins provides up-close look at cancer on the move: Microscopic view of metastasis could give insight about how to keep cancer in check October 31st, 2014

A new cheap and efficient method to improve SERS, an ultra-sensitive chemical detection technique October 28th, 2014

New Compact SIMS at 61st AVS | Visit us on Booth 311 October 28th, 2014

New nanodevice to improve cancer treatment monitoring October 27th, 2014

Acquisitions/Mergers/Splits

PEN Inc. Chairman, Scott Rickert, Will Webcast a Live Company Update September 25, 1 PM EDT September 17th, 2014

State University of New York Trustees Unanimously Approve SUNY Polytechnic Institute (SUNY Poly) as New Name for Merged SUNY CNSE / SUNYIT September 9th, 2014

PEN Inc. Announces New Trading Symbol: PENC: Stock Continues Trading on the OTCQB September 3rd, 2014

Applied Nanotech Holdings, Inc. and NanoHoldings Inc. Complete Combination to Create PEN Inc.: New Company to Focus on Commercialization of Advanced Nanotechnology-Enabled Products; Scott Rickert Is Chairman and CEO September 2nd, 2014

NanoNews-Digest
The latest news from around the world, FREE





  Premium Products
NanoNews-Custom
Only the news you want to read!
 Learn More
NanoTech-Transfer
University Technology Transfer & Patents
 Learn More
NanoStrategies
Full-service, expert consulting
 Learn More














ASP
Nanotechnology Now Featured Books




NNN

The Hunger Project







© Copyright 1999-2014 7th Wave, Inc. All Rights Reserved PRIVACY POLICY :: CONTACT US :: STATS :: SITE MAP :: ADVERTISE