The board of Australian diagnostics firm Cellestis is backing a proposed $355 million, A$3.55 (about $3.67) per share cash takeover by Qiagen. The offer represents a 24.3% premium on the average share price of Cellestis over the last month and a 39.2% premium on its volume weighted average share price over the last six months. Qiagen has already been granted options to acquire up to 19.9% of Cellestis’ ordinary shares from the latter’s two founders, subject to regulatory approvals and other specifications.
The Netherlands-based sample and assay technologies specialist is looking to take over Cellestis to acquire its QuantiFERON® diagnostics technology, which forms the basis of two approved assays: QuantiFERON-TB Gold In-Tube (QFT) for diagnosing latent tuberculosis and the EU-approved QuantiFERON-CMV assay for monitoring the risk of disease from cytomegalovirus (CMV) infection.
The QuantiFERON technology is a premolecular testing platform designed to detect cell-mediated immune (CMI) responses in whole blood samples. Cellestis claims the platform can provide diagnostic data earlier than current DNA-based molecular tests and detect the presence of latent infections in which the pathogens are present in amounts too low to be detectable using traditional DNA-based molecular techniques.
Qiagen says the QuantiFERON platform will complement its existing portfolio of molecular diagnostics and drive the use of DNA- and RNA-based molecular diagnostics by identifying at-risk patients who would then be tested using traditional diagnostics or disease-monitoring approaches. The firm aims to develop the QuantiFERON technology onto its existing and developmental platforms.
“We believe next-generation DNA- and RNA-based molecular testing can benefit from greater use of QuantiFERON technology,” comments Peer Schatz, Qiagen CEO. “Cellestis has developed a technology that is highly complementary to our portfolio and which we expect to migrate onto our QIAsymphony, QIAensemble, and our point-of-need platforms, thereby adding a new, unique assay menu to these Qiagen platforms.”
The QuantiFERON approach is based on challenging effector T cells in whole blood with a specific disease-related antigen and quantifying the resulting IFN- generated in the plasma. The blood of patients who have previously been exposed to the antigen through infection with the relevant pathogen harbor effector T cells that rapidly respond to exposure to the priming antigen, and resulting production of IFN- is a specific marker of a recall response.
Based in Melbourne, Cellestis also has operations in Valencia, CA, and in Darmstadt, Germany. The firm’s flagship QFT assay is approved in major markets including the U.S., Europe, Canada, and Japan. Designed to rapidly identify people infected with Mycobacterium tuberculosis, Quantiferon-TB Gold has been developed as an alternative to the current tuberculin skin test (TST). Requiring a simple in-tube incubation step, the assay more accurately identifies people who will progress to active TB disease than the TST and is far more sensitive, halving the number of infected people who would otherwise be missed using the TST technique, Cellestis claims. The QuantiFERON test is in addition over 99% specific, virtually eliminating false-positive readings.
The firm’s QuantiFERON-CMV test for measuring T-cell responses to CMV has also been CE-marked, and clinical trials are ongoing in the U.S. where the assay is currently available only for investigational use. Cellestis is in addition developing a QuantiFERON assay to detect exposure to leishmania parasite infection and has R&D programs for a range of other diseases and conditions.
The firm reported net sales of $42 million in fiscal year 2010 (ending June 30), up 17% on 2009.