Invitrogen Acquire Sentigen Holding Corp.

Monday, September 04, 2006 Print


Invitrogen Corporation and Sentigen Holding Corp. have announced that they have entered into a definitive merger agreement under which Invitrogen will acquire New Jersey-based Sentigen in a cash transaction at a price of $3.37 per share, or approximately $25.9 million for all shares currently issued and outstanding.

As of June 30, 2006, Sentigen had cash and cash investments on its books valued at approximately $11.7 million and debt of $0.8 million.

Sentigen's proprietary Tango™ Assay System and division arrested Assay Ready Cells™ will bolster Invitrogen's position in assay development by providing an approach to screen G-protein coupled receptors and other key drug target classes, as well as providing a methodology to convert live cell assays into ready-to-use consumable products.

Sentigen will become a part of Invitrogen's Discovery Sciences Business based in Madison, Wis.

Tango™ assay technology is designed to provide a universal assay system for GPCR targets.

The Tango™ assay platform also has utility in measuring protein-protein interactions in living cells, which can be an important way to determine the function of a protein of interest.

Sentigen's Assay Ready Cells™ technology is designed to improve the quality and consistency of cellular assays used in drug screening and reduce the need of our clients to engage in costly ongoing cell culture operations to support cell-based drug discovery, effectively uncoupling the process of cell production from drug screening.

"Adding Sentigen's capabilities to our drug discovery platform gives researchers an even broader array of solutions for GPCR screening, profiling and other cellular studies," explained Nick Ecos, Vice President and General Manager of Invitrogen's Discovery Sciences business.

"The synergy created by combining Invitrogen's cell and molecular biology products with Sentigen's cell-based technologies and custom services enhances our strategic commitment to scientists engaged in cell-based drug discovery by offering our clients comprehensive solutions and support," said Tom Livelli, Sentigen's President and CEO.

The transaction is subject to customary closing conditions, including the approval of Sentigen's stockholders and is expected to close in the fourth quarter.

Invitrogen does not expect this acquisition to have a material affect on its financials in fiscal year 2006 or decelerate the progress of its share repurchase program previously announced on August 3, 2006.

"We are committed to deploying our capital for purchases of targeted acquisitions, such as Sentigen, as well as executing upon our share repurchase program," said David Hoffmeister, Invitrogen's Chief Financial Officer.

"As we indicated on our earnings call, we plan to use a sizable portion of the authorization in the near term and we have already made progress towards this goal."