SD Biosensor agrees to buy Meridian Bioscience for $1.53bn

September 2022 | DEALFRONT | MERGERS & ACQUISITIONS

Financier Worldwide Magazine

September 2022 Issue

In an all-cash transaction valued at approximately $1.53bn, a consortium led by bio-diagnostic company SD Biosensor, Inc. and investment firm SJL Partners LLC is to acquire global provider of diagnostic testing solutions and life science raw materials Meridian Bioscience, Inc.

Under the terms of the definitive merger agreement, Meridian shareholders will receive $34 per share in cash and a premium of 16 percent based on the one-month average price per share of common stock commencing 7 June 2022.

Completion of the transaction is not contingent on any financing condition. SD Biosensor, which is obligated to ensure that the consortium funds the acquisition, will do so, together with SJL, through a combination of cash on hand and additional financing capacity, leveraging its strong balance sheet.

The consortium intends to operate Meridian as an independent entity following completion of the transaction and the company’s leadership team and headquarters are expected to remain in place. The transaction is expected to close in the fourth calendar quarter of 2022.

“This acquisition follows an extensive and deliberate review of Meridian’s growth and value creation opportunities in the context of the broader macroeconomic and industry environment,” said John C. McIlwraith, chairman of Meridian. “In consultation with external financial advisers and following outreach to potential strategic and financial partners, the board unanimously agreed that this transaction represents the best path forward for Meridian shareholders.”

A fully integrated life science company that develops, manufactures, markets and distributes a broad range of innovative diagnostic products, Meridian provides solutions to hospitals, reference laboratories, research centres, veterinary testing centres, physician offices, diagnostics manufacturers and biotech companies in more than 70 countries around the world.

Upon completion of the transaction, it is expected that SD Biosensor will own approximately 60 percent and SJL will own approximately 40 percent of Meridian. Meridian will no longer be traded or listed on any public securities exchange.

“We are pleased to be a family with Meridian Bioscience as a great partner for accelerating our entry into the US in vitro diagnostics market,” said Young Shik Cho, chairman of SD Biosensor. “I believe that SD Biosensor’s R&D capabilities and mass production know-how, Meridian Bioscience’s US distribution network and expertise in the regulated US market, and SJL Partners’ strong management expertise will enable compelling synergies.”

The transaction is subject to approval by Meridian shareholders, receipt of required regulatory approvals, the absence of specified materially adverse outcomes of Meridian’s previously disclosed and ongoing investigation by the US Department of Justice, and other customary closing conditions.

Serving as exclusive financial adviser to Meridian is Rothschild & Co, with Jones Day and Keating Muething & Klekamp PLL serving as legal counsel. Piper Sandler & Co. is serving as exclusive financial adviser and Paul Hastings LLP is serving as legal counsel to the consortium.

“We are eager to begin this partnership with the Meridian team,” concluded Steve Sukjung Lim, chairman and managing partner of SJL. “The combination of Meridian’s product commercialisation team with deep expertise in the regulated US market, SD Biosensor’s broad product portfolio and scale manufacturing expertise, and SJL’s execution experience and partnership model will further position the company for long-term success.”

Fraser Tennant