Bio-Techne 收购 Advanced Cell Diagnostics

7月6日，生命科学试剂耗材供应商Bio-Techne宣布，将以3.25亿美元收购基因（组）分析试剂公司Advanced Cell Diagnostics (ACD)，包括2.5亿美元现金以及后续7500万美元的里程碑付款）。这是继年初Thermo Fisher 13亿美元收购Affymetrix后，生命科学基因分析领域的又一大额并购案。

ACD公司由华人科学家Luo Yuling在美国创立，在此之前，Luo Yuling还创立了Panomics，后来被Affymetrix收购。Luo Yuling毕业于中国科学技术大学，之后在美国Case Western Reserve University获得博士学位。

ACD公司拥有一项核心专利技术RNAscope?。使用该技术发表的文献数量，从2011年的4篇，一路飙升至2015年的204篇。

该技术能够在原位、单分子水平上高灵敏的检测和定量RNA生物标志物，是第一个多重荧光和显色的原位杂交技术平台。ACD除了开发具有自主知识产权的癌症调控的检测试剂，还与制药企业和生物公司建立合作关系，验证靶向治疗发展中的生物标志物。 ACD的技术突破了伴随诊断中识别和验证的关键性难题。

早在2013年，ACD就与CST公司达成协议，ACD公司在中国大陆的市场推广、技术支持、客户服务和销售渠道等均由CST中国分公司全权负责。

Bio-Techne一直耕耘在蛋白分析和细胞分析产品领域，旗下的R&D Systems在免疫学研究领域具有极高知名度，主要提供细胞因子、抗体及相关试剂盒等产品。Bio-Techne的产品线以试剂耗材为主，业绩表现非常出众，2015年销售额达到4.5亿美元，过去3年实现21%的年均增长。

Bio-Techne在过去几年陆续并购了多个公司，但始终没有踏足基因分析领域。

而在最近3年里，生命科学领域有一项颠覆性技术持续升温，那便是CRISPR基因编辑。不仅在于该技术的先进理念，更重要的是其在疾病治疗领域的应用前景。Editas公司之前宣布，将在2017年开展CRISPR基因编辑人体实验，这让科学家们对基因编辑技术充满了期待。作为生命科学研究工具供应商，Bio-Techne或许正是看到了这一趋势，决定扩张至基因分析领域。

早在2016年5月，Bio-Techne便通过投资合作B-MoGen公司，获得了CRISPR基因编辑核心技术，未来将陆续推出相关商业化产品。收购ACD将使其在基因创新研究领域的产品线更加全面。

Bio-Techne这几年的动作，让来福君想起多年前的Millipore。如今的生命科学行业，尤其是试剂耗材领域，“平台经济”愈演愈烈 ---无论是从传统渠道和电商渠道的整合，还是从产品创新到解决方案的转变。未来的Bio-Techne会否延续同样的道路，最终被行业大鳄收入囊中？ ---  5年内见分晓。

MINNEAPOLIS, July 6, 2016 /PRNewswire/ -- Bio-Techne Corporation (NASDAQ:TECH) announced today that it has agreed to acquire Advanced Cell Diagnostics (ACD) for $250 million in cash plus contingent consideration of $75 million due upon the achievement of certain milestones. The transaction is expected to close on or about August 1, 2016, with closing subject to the satisfaction of customary closing conditions. The transaction will be financed through a combination of cash on hand and a revolving line of credit facility that Bio-Techne expects to obtain prior to the closing of the acquisition.

Charles R. Kummeth, President and Chief Executive Officer of Bio-Techne, commented, "We are very pleased to have ACD as part of Bio-Techne Corporation. First of all, ACD marks Bio-Techne's entry into the genomics field and market. Second, and more importantly, its innovative and versatile technology has the potential to change pathology practices. RNA-ISH is a transformative technology facilitating and improving the monitoring of gene expression patterns at the single cell level--while retaining the morphological context of the tissue being analyzed. ACD's technology serves both research and diagnostic markets, expanding Bio-Techne's presence in the clinical lab setting. With broader adoption of the technology in the diagnostic arena, it has the potential to revolutionize the choice of reagents in diagnostic practices, such as oncology, infectious diseases and others. As we continue to expand the portfolio of products and technologies we bring to our customers, we view the leading-edge ACD products as a natural and complementary extension of the Bio-Techne product offering, with the ultimate goal to more completely address our customers' varied needs in the research and clinical space."

ACD Chief Executive Officer Dr. Yuling Luo added, "Strategically, the fit between the two companies is excellent. Both companies share the passion to empower cutting-edge science with innovative quality reagents. Both ACD and Bio-Techne are dedicated to improving life science research and health care by providing customers with the best possible tools and reagents. The combined business represents a one-stop-shop for our customers and positions us well to compete and expand in the global market."

ACD develops and commercializes proprietary consumables for genomic analysis, reinventing the widely used in-situ hybridization technique. More specifically, ACD's highly sensitive RNA in-situ hybridization technology, commercialized under the RNAscope brand name, makes it possible to visualize expression of virtually any gene in individual cells while retaining valuable tissue morphology information. This molecular detection of biomarkers and other key genetic information at, the single cell level, is far more informative than the bulk cell population analysis provided by traditional gene amplification approaches. Importantly, ACD reagents also have numerous potential applications in the diagnostic and companion diagnostic arena, simplifying traditional immunohistochemistry-based pathology practices currently reliant on difficult-to-develop and often poorly validated antibodies. ACD's proprietary technology could provide pathologists with more robust reagents capable of specifically detecting transcripts of expressed genes, noncoding RNAs, as well as more subtle genetic details such as gene splice variants, gene fusions, copy number variations and single nucleotide polymorphisms. At the core of the ACD technology is the greatly enhanced detection sensitivity of RNA-ISH (RNA in-situ hybridization). RNAscope is a patent protected target hybridization and signal amplification technology enabling the detection of single RNA molecules in single cells.

Founded in 2006 by noted scientists and entrepreneurs Dr. Yuling Luo and Dr. Steve Chen, ACD presently has over 100 employees. Its product line of over 9,000 probe reagents and reagent kits for manual and automated use is sold worldwide, and achieved annual revenues of approximately $25 million for the last twelve months with an annualized growth rate of approximately 50%. The acquisition is expected to be slightly dilutive to Bio-Techne's adjusted earnings per share for its fiscal year 2017, and accretive thereafter. ACD's business model attracted funding from premier investment firms such as Morningside Venture, New Leaf Venture Partners, Summit Partners and Kenson Ventures. ACD's technology has been used in thousands of leading academic and industrial labs, and featured in over 500 peer reviewed publications to date. ACD is headquartered in Newark, California, with field offices in Italy, China and Japan.

Fredrikson & Byron, P.A. is serving as Bio-Techne's legal counsel. Jefferies LLC acted as exclusive financial advisor to ACD. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is serving as legal counsel to ACD.

Forward-Looking Statements

Our press releases may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Such statements involve risks and uncertainties that may affect the actual results of operations. Forward-looking statements in this press release include statements regarding our belief about the market applications and impact of our potential acquisition of Advanced Cell Diagnostics, Inc. and our ability to derive advantages from this acquisition as we integrate it into our business. The following important factors, among others, have affected and, in the future could affect, the our actual results: the effect of new branding and marketing initiatives, the integration of new leadership, the introduction and acceptance of new products, the levels and particular directions of research and product development by our customers, the impact of the growing number of producers of biotechnology research and diagnostics products and related price competition, general economic conditions, the impact of currency exchange rate fluctuations, and the costs and results of our research and product development efforts and those of companies in which we have invested or with which we have formed strategic relationships.

For additional information concerning such factors, see the section titled "Risk Factors" in the Company's annual report on Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements we make in our press releases due to new information or future events. Investors are cautioned not to place undue emphasis on these statements.

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Bio-Techne Corporation (NASDAQ: TECH) is a leading developer and manufacturer of high quality purified proteins––notably cytokines and growth factors, antibodies, immunoassays, as well as biologically active small molecule compounds --- which are sold to biomedical researchers and clinical research laboratories; these operations constitute the core Biotech Division, headquartered in Minneapolis, Minnesota. The Protein Platform Division manufactures innovative protein analysis tools under the ProteinSimple brand name that greatly automate western blotting and immunoassay practices. The Clinical Controls Division manufactures FDA-regulated controls, calibrators, blood gas and clinical chemistry controls for OEM customer and clinical customers. Bio-Techne products assist scientific investigations into biological processes and the nature and progress of specific diseases. They aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses. With thousands of products in its portfolio, Bio-Techne generated approximately $452 million in net sales in fiscal 2015 and has approximately 1,500 employees worldwide. For more information on Bio-Techne and its brands, please visit www.bio-techne.com.