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GPRO > SEC Filings for GPRO > Form 8-K on 9-Apr-2009All Recent SEC Filings

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Form 8-K for GEN PROBE INC


9-Apr-2009

Completion of Acquisition or Disposition of Assets


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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