Gen-Probe Acquires GTI Diagnostics for $53 Million in Cash

SAN DIEGO, Dec. 16, 2010 /PRNewswire-FirstCall/ -- Gen-Probe Incorporated (Nasdaq: GPRO) announced today that the Company has acquired GTI Diagnostics, a privately held specialty diagnostics company focused on the transplantation, blood bank and specialty coagulation markets, for $53 million in cash.

Gen-Probe acquired GTI from the Riverside Company, a global private equity firm, and from individual investors who include the company's founders and management.

"Acquiring GTI enables us to broaden and strengthen our transplant diagnostics business," said Carl Hull, Gen-Probe's president and chief executive officer.  "In addition, the acquisition gives us access to growing coagulation and transfusion-related blood bank products that we can sell to our current customer base."

GTI develops and manufactures the human leukocyte antigen (HLA) antibody detection products sold by Gen-Probe under its LIFECODES brand.  GTI also commercializes a number of other HLA-related testing products, including serological typing trays, enzyme immunoassays (EIAs), and a range of molecular typing products for donor-recipient matching and patient monitoring.

In the specialty coagulation market, GTI sells immunoassay products that measure a patient's immune response to Heparin and Factor VIII therapies.  The blood bank product line includes immunoassay products that measure antibodies developed against transfused platelets.

Gen-Probe expects to record, under U.S. GAAP, charges for non-recurring cash and non-cash acquisition-related costs following the close of the transaction.  The magnitude of these charges will not be determined, under the rules of purchase accounting, until an independent, third party valuation has been completed to allocate the purchase price over the assets and liabilities acquired.  The Company has therefore not provided GAAP financial guidance regarding the transaction in this news release.  In addition, transaction-related professional fees will be expensed as incurred, as required by GAAP per ASC 805 "Business Combinations."

Excluding the charges discussed above, and on a non-GAAP basis, Gen-Probe expects the acquisition will be slightly accretive to the Company's 2011 earnings per share (EPS).  

Gen-Probe financed the transaction with cash currently on its balance sheet.  

Cooley LLP served as legal counsel to Gen-Probe on the transaction, and Jones Day served as legal counsel to Riverside.

About Gen-Probe

Gen-Probe Incorporated is a global leader in the development, manufacture and marketing of rapid, accurate and cost-effective molecular diagnostic products and services that are used primarily to diagnose human diseases, screen donated human blood, and ensure transplant compatibility.  Gen-Probe has approximately 27 years of expertise in nucleic acid testing (NAT), and received the 2004 National Medal of Technology, America's highest honor for technological innovation, for developing NAT assays for blood screening. Gen-Probe is headquartered in San Diego and employs approximately 1,300 people. For more information, go to www.gen-probe.com.

About GTI

GTI Diagnostics was incorporated in Wisconsin in May 1985 as the for-profit subsidiary of the Blood Research Institute (BRI).  BRI is part of the BloodCenter of Wisconsin, a large community-based blood bank located in Milwaukee.  In July of 2008, the BRI sold its interest in GTI to the Riverside Company, but BRI and GTI maintain a research and licensing collaboration today.  GTI, which employs approximately 100 people, maintains state-of-the-art manufacturing and R&D facilities in Waukesha, Wisconsin.  

Caution Regarding Forward-Looking Statements

Any statements in this news release about our expectations, beliefs, plans, objectives, assumptions or future events or performance are forward-looking statements.  These statements are often made through the use of words or phrases such as believe, will, expect, anticipate, estimate, intend, plan and would.  For example, statements concerning possible or expected results of operations, regulatory approvals, future sales, growth opportunities, and plans of management are all forward-looking statements.  Forward-looking statements are not guarantees of performance.  They involve known and unknown risks, uncertainties and assumptions that may cause actual results to differ materially from those expressed or implied.  Some of these risks include: (i) the risk that we will not integrate GTI effectively; (ii) the risk that we will not achieve our accretion or other financial targets; (iii) the possibility that the market for the sale of GTI's products may not develop as expected; (iv) the risk that GTI's intellectual property will be invalidated; and (v) the risk that we may not be able to compete effectively.  This list includes some, but not all, of the factors that could affect our ability to achieve results described in any forward-looking statements.  For additional information about risks and uncertainties we face and a discussion of our financial statements and footnotes, see documents we file with the SEC.  We assume no obligation and expressly disclaim any duty to update forward-looking statements to reflect events or circumstances after the date of this news release or to reflect the occurrence of subsequent events.

SOURCE Gen-Probe Incorporated

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