SeraCare Life Sciences Inc. (NSDQ:SRLS) is poised for a $82 million buyout by private equity firm MSMB Capital, which offered to acquire for $4.25 per share.
The offer represents a 22 percent premium over the stock’s closing price on June 22 at $3.49. The stock closed at $4.11 yesterday.
MSMB specializes in strategic long-term investments in health care and biotechnology and has been an investor in SeraCare for some time.
In a June 23 letter to SeraCare’s board of directors, MSMB wrote that the firm’s management ought to be ousted.
“Although we believe that the company’s current management performed admirably in steering the company out of bankruptcy several years ago, the company’s stock price has stagnated over the past 18 months. Specifically, we believe that if we had not been actively acquiring shares of the company’s common stock over the last several months, the company’s stock price would be much lower,” according to the letter. “We strongly believe that the Board of Directors should find our offer to be fair and in the best interests of the Company’s stockholders.”
MSMB added that it’s taking action to ensure that further erosion to stockholder value is prevented, leaving flexibility for an increased per-share purchase price if the PE firm is given time and access to conduct due diligence reviews and negotiate a deal. The proposal is contingent upon an agreement being reached by July 29.
MSMB asked that SeraCare respond to the proposal by July 11 or risk "whatever steps [MSMB] deem(s) necessary to preserve and maximize stockholder value." When no response materialized by the deadline, a second letter was issued July 12 to restate MSMB’s proposal, according to federal Securities & Exchange Commission filings.
The silence from SeraCare’s board prompted a rather indignant response from a group of private equity firms that own a stake in the company.
“The … inaction of the board of directors of [SeraCare’s board] demonstrates its refusal to prioritize the stockholders’ interests. [SeraCare]’s recent operating performance adds to [our] concern regarding the Board’s understanding of its obligations,” according to the letter. “MSMB Capital is prepared to immediately begin the due diligence process and proceed quickly. MSMB Capital and [we] want to help stockholders maximize their investment in the Issuer by providing them immediate liquidity and request that the Board give serious consideration to the proposal. If the Issuer is not willing to seriously discuss the proposal, MSMB Capital is prepared to take necessary steps to preserve and maximize stockholder value.”
SeraCare has hired Lazard Freres & Co. of New York, known for providing guidance on mergers and acquisitions.
Here’s a roundup of companies announcing mergers, acquisitions and divestitures.
- NeoStem nabs Amorcyte in equity transaction
NeoStem Inc. (NYSE:NBS) signed a definitive merger agreement to acquire Amorcyte Inc. for an all-equity transaction that grants Amorcyte more than 6.8 million shares of NeoStem stock and warrants for another 1.8 million shares. An additional 4.1 million shares of NeoStem stock will vest on behalf of Amorcyte if certain milestones are achieved in the company’s AMR-001 cell therapy for treatment of cardiovascular disease.
- MedQuist buys M*Modal for $130 million
MedQuist Holdings Inc. (NSDQ:MEDH) signed a definitive agreement to buy M*Modal for $130 million. Franklin, Tenn.-based MedQuist plans to integrate Pittsburgh, Pa.-based M*Modal’s voice recognition technology into its clinical transcription services. M*Modal currently nets about $24 million per year, including amounts billed to MedQuist. The deal is expected to close by the end of the third quarter of 2011.