Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 8, 2009 (the "Effective Date"), Gen-Probe Incorporated, a Delaware
corporation ("Gen-Probe"), completed its acquisition (the "Acquisition") of
Tepnel Life Sciences Plc, a company registered in England and Wales ("Tepnel"),
pursuant to the Implementation Agreement (the "Implementation Agreement"), dated
as of January 30, 2009, by and between Gen-Probe and Tepnel. The Acquisition was
consummated pursuant to a court-sanctioned scheme of arrangement (the "Scheme")
under Part 26 of the UK Companies Act 2006. Pursuant to the Implementation
Agreement and the Scheme, Tepnel became a wholly owned subsidiary of Gen-Probe.
Upon consummation of the Acquisition on the Effective Date, each issued
ordinary share of Tepnel was cancelled and converted into the right to receive
27.1 pence in cash. In connection with the Acquisition, the holders of issued
and outstanding Tepnel capital stock, options and warrants will receive total
net cash of approximately £92.8 million, or approximately $136.4 million based
on the recent exchange rate of £1 to $1.47. Gen-Probe is obligated to pay the
purchase price in British pounds.
The Acquisition is being financed through amounts borrowed by Gen-Probe under
a senior secured revolving credit facility established pursuant to the Credit
Agreement, dated as of February 27, 2009, as amended, by and between Gen-Probe
and Bank of America, N.A. ("Bank of America").
The foregoing description of the Acquisition does not purport to be complete
and is qualified in its entirety by reference to the Implementation Agreement,
which is incorporated herein by reference as Exhibit 2.1 to this Current Report
on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On February 27, 2009, Gen-Probe entered into a Credit Agreement (as amended,
the "Credit Agreement") with Bank of America, which provided for a one year
senior secured revolving credit facility in an amount of up to $180.0 million
that is subject to a borrowing base formula. On March 23, 2009, Gen-Probe
entered into an Amendment to Credit Agreement with Bank of America, pursuant to
which the amount which Gen-Probe may borrow from time to time under the Credit
Agreement was increased from $180.0 million to $250.0 million.
On April 3, 2009, Gen-Probe borrowed an additional $70.0 million under the
revolving credit facility bringing the total principal amount outstanding under
the credit facility to $240.0 million.
For more information about the Credit Agreement, including a description of
the repayment terms and terms under which Gen-Probe's obligations could be
accelerated, please see the Current Reports on Form 8-K filed by Gen-Probe with
the Securities and Exchange Commission on March 4, 2009 and March 25, 2009.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 Implementation Agreement by and between Gen-Probe Incorporated and Tepnel
Life Sciences Plc, dated January 30, 2009 (previously filed as
Exhibit 2.1 to Gen-Probe's Current Report on Form 8-K filed on
February 5, 2009 and incorporated herein by reference).
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