Cash tender offer will expand Gen-Probe’s molecular diagnostic market reach into Europe.

Gen-Probe is proposing to acquire Innogenetics for €215 million, or $332.19 million, in cash. The conditional tender offer includes 100% of the outstanding shares, warrants, and convertible bonds. Innogenetics shareholders will receive €6.10 per share in cash, or approximately €188 million ($290.50 million). The price represents a 6.83% premium to Innogenetics’ closing value of €5.71 yesterday.

The combined entity, according to Gen-Probe, would be the largest stand-alone molecular diagnostics company in the world, with pro forma 2008 sales in excess of $500 million. The firm would offer a range of nucleic acid and immunoassay tests to identify bacterial and viral infectious diseases, genetic and neurological disorders, transplant compatibility, and cancer.

“We believe our proposed acquisition of Innogenetics would provide strategically valuable marketing and sales, distribution, and manufacturing capabilities to accelerate commercialization of Gen-Probe products in the European molecular diagnostics market, which we estimate is growing at roughly double the rate of the U.S. market,” comments Hank Nordhoff, Gen-Probe’s chairman and CEO. “In addition, the proposed acquisition would provide access to a number of complementary products, technologies, and markers that are generating revenue today or that we believe could be commercialized in the future.”

Innogenetics’ key diagnostic products include CE-marked genotyping assays for infectious diseases such as hepatitis C and B and HPV. The company also sells genetic tests for cystic fibrosis and tests for human leukocyte antigens that are used to establish tissue compatibility in organ transplants. Innogenetics recently received CE marking for its first assay on its new 4-MAT microarray platform. The firm holds a PCR license from Roche and an xMAP® multiplex technology license from Luminex.

The proposed acquisition is expected to close in the fourth quarter.

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