Notable Mergers and Acquisitions of the Day 04/10: (XRIT)/(DHR) (ERT) (GLW) (AMGN)

• Danaher (NYSE: DHR) will acquire X-Rite (Nasdaq: XRIT) for $5.55 per share in cash, or a total of approximately $625 million including the assumption of debt, net of cash. The transaction was unanimously approved by the X-Rite Board of Directors.
  
  The cash tender offer of $5.55 per share is expected to commence within 5 business days. This offer represents a premium of 39% over X-Rite’s closing share price of $4.00 on April 9, 2012, the last trading day prior to the announcement. Certain stockholders representing approximately 68% of the voting power of X-Rite’s outstanding shares intend to tender their shares into the offer.
  
  Upon completion of the transaction, X-Rite, headquartered in Grand Rapids, Michigan, will operate as a stand-alone company within Danaher’s Product Identification group which is a part of their Industrial Technology Segment. X-Rite’s existing management team will continue to hold key senior leadership positions at the Company following the close of the transaction. X-Rite will continue to do business under its existing X-Rite, Pantone and other leading brands.
  
  The transaction is subject to regulatory approval and customary closing conditions. It is expected to close during the second quarter of 2012.
  
  
• eResearchTechnology, Inc. (Nasdaq: ERT) has entered into a definitive agreement to be acquired by affiliates of Genstar Capital LLC, a leading middle market private equity firm for $8.00 per share in cash in a transaction valued at approximately $400 million.
  
  The proposed transaction has been approved unanimously by the ERT Board of Directors, following a recommendation by a Special Committee of independent directors, and recommends that ERT shareholders approve the transaction. The $8.00 per share purchase price represents a premium of approximately 38% over ERT's average closing share price for the 90 trading days ending on April 9, 2012 and 42% over the 52-week average.
  
  Pending stockholder approval and satisfaction of normal regulatory and closing conditions, the transaction is expected to be completed during the third quarter. The Company's stockholders will be given notice of the sale and certain information about the transaction in a Proxy Statement that will be sent to stockholders. Following completion of the transaction, ERT will become a privately held company and its stock will no longer trade on Nasdaq.
  
  J.P. Morgan Securities LLC is financial advisor and provided a fairness opinion to the special committee in connection with the transaction. Pepper Hamilton LLP is legal advisor to ERT in connection with the transaction. Credit Suisse Securities (USA) LLC is acting as the financial advisor to Genstar and Latham & Watkins LLP is acting as legal advisor.
  
  
• Corning Incorporated (NYSE: GLW) reached a definitive agreement with BD (Becton, Dickinson and Company) (NYSE: BDX) to acquire the majority of its Discovery Labware unit for approximately $730 million in cash. The acquisition is expected to be completed later this year, subject to customary closing conditions, including receipt of regulatory approvals.
  
  James B. Flaws, vice chairman and chief financial officer, said Corning will use a portion of its domestic cash balances to fund the transaction. “We plan to continue our current share repurchase activity and maintain our ability to provide additional shareholder distributions in the future, should the board of directors choose to do so,” he remarked. The company projects that the transaction will be slightly accretive in 2013. “We expect this to grow to $0.05 per share, excluding purchased intangibles amortization, when full integration into our existing business is complete by 2016,” Flaws said.
  
  
• Amgen (Nasdaq: AMGN) and KAI Pharmaceuticals announced an agreement under which Amgen will acquire KAI, a privately held pharmaceutical company based in South San Francisco.
  
  Under terms of the agreement, Amgen will pay $315 million in cash to acquire KAI.
  
  KAI's lead product candidate, KAI-4169, is a novel agent being initially studied for the treatment of secondary hyperparathyroidism (SHPT) in patients with chronic kidney disease (CKD) who are on dialysis. SHPT, a component of CKD mineral and bone disorder (MBD), is a common and serious complication for patients with CKD who are on dialysis. Through this acquisition, Amgen will acquire worldwide rights, excluding Japan, to KAI-4169.
  
  In connection with the parties' entering into the agreement, Amgen has provided a loan to enable Phase 3 clinical development planning for KAI-4169 prior to closing. The transaction has been approved by the stockholders of KAI and approved by the Board of Directors of each company. Completion of the transaction is subject to customary closing conditions, including regulatory approvals. Following the completion of the transaction, KAI will become a wholly owned subsidiary of Amgen. J.P. Morgan Securities LLC acted as exclusive financial advisor and Latham & Watkins acted as legal advisor to KAI on the transaction. Amgen was advised by Sullivan & Cromwell LLP.

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