San Diego-based Illumina Inc. (Nasdaq: ILMN) has signed a definitive agreement to acquire Verinata Health Inc. for consideration of $350 million plus up to $100 million in milestone payments through 2015.
Verinata is a provider of non-invasive tests for the early identification of fetal chromosomal abnormalities.
Upon completion of the acquisition, Illumina will have access to Verinata’s verifi prenatal test, a non-invasive prenatal test (NIPT) available for high-risk pregnancies, and to a comprehensive intellectual property portfolio in the non-invasive prenatal test industry.
The verifi test is available through a physician and analyzes cell-free fetal DNA naturally found in a pregnant woman’s blood to look for missing or extra copies of chromosomes (referred to as aneuploidies). The test detects Down syndrome (trisomy 21 or T21), Edwards syndrome (trisomy 18 or T18) and Patau syndrome (trisomy 13 or T13). It is the first non-invasive prenatal test that offers the option to include evaluation of sex chromosome aneuploidies, such as Turner syndrome (Monosomy X), Triple X (XXX), Klinefelter syndrome (XXY) and Jacobs syndrome (XYY) – the most common fetal sex chromosome abnormalities.
The verifi prenatal test provides more definitive information than risk score-based tests (traditional protein serum screens), which calculate probabilities, and does not carry the risk of complications that an invasive procedure, such as an amniocentesis, can have.
The verifi test will continue to be offered through Verinata’s CLIA-certified and CAP-accredited laboratory, which will continue to act as a reference laboratory to gather some of the necessary clinical data for future regulatory submissions.
Including the impact of synergies, the transaction is expected to be approximately $0.20 dilutive to Illumina's non-GAAP earnings per share in 2013 before turning accretive beginning in 2014 and beyond. Fiscal year 2013 guidance, including the impact of this transaction, will be provided during the company's fourth quarter and fiscal year 2012 earnings call. The transaction will be financed primarily with cash on hand and is expected to close after the satisfaction of customary regulatory approval.
Bank of America Merrill Lynch acted as financial adviser to Illumina, and Covington & Burling LLP acted as legal counsel.