EX-99.1 2 a07-27839_1ex99d1.htm EX-99.1

Exhibit 99.1

DADE BEHRING INC.

 

Tel: +1 (847) 267-5300

1717 Deerfield Road

 

Fax: +1 (847) 267-1699

P.O. Box 778

 

 

Deerfield, IL 60015-0778

 

 

 

 

Contact:                 Nancy Krejsa   (847) 267-5483

 

 

DADE BEHRING REPORTS STRONG EARNINGS AND REVENUE GROWTH FOR THE THIRD QUARTER AND FIRST NINE MONTHS OF 2007

 

Siemens’ tender offer to acquire Dade Behring common stock at $77.00 per share to
expire October 31, 2007

 

Deerfield, IL (October 29, 2007) ¾ Dade Behring Holdings, Inc. (NASDAQ:DADE), the world’s largest company solely dedicated to clinical diagnostics, today reported revenue of $475 million for the third quarter ending September 30, 2007, an increase of 12 percent over the same period last year, and also reported third quarter diluted earnings per share of $0.45, an increase of $0.12 per share or 36 percent as compared to the third quarter of 2006. Marketing and Administrative expense for the third quarter included a pre-tax charge of $6.2 million relating to fees associated with Siemens’ previously announced agreement to acquire Dade Behring. In addition, the company recorded a one-time tax benefit in the third quarter of $7.4 million associated with Germany’s recently enacted change to the statutory income tax rate.

 

For the first nine months of 2007, revenue grew 10 percent to $1.4 billion and diluted earnings per share grew 34 percent to $1.53. On a constant currency basis1, revenue for the third quarter and first nine months of 2007 increased 8 percent and 7 percent respectively.


1. “Constant currency” is not a U.S. GAAP defined measure. The Company believes this measure provides a meaningful analysis of the underlying activity, since it eliminates the effect of changes in foreign currency exchange rates. Changes on a constant currency basis have been calculated by comparing reported current year amounts to prior year amounts in local currency translated at the foreign currency exchange rates for the current year. “Constant currency,” as defined or presented by the Company, may not be comparable to similarly titled measures reported by other companies.

 

 

 

-more-

 



 

 

“Our ability to provide innovative products and highly-responsive service to clinical laboratory customers has been a key contributor to Dade Behring’s strong revenue growth,” said Jim Reid-Anderson, Chairman, President and CEO, Dade Behring. “We look forward to combining the strengths of Dade Behring and Siemens Medical Solutions Diagnostics, forming the leading clinical diagnostics company in the world.”

 

Cash flow from operations, after investing activities and excess tax benefits from stock-based compensation, was $43 million for the third quarter and $149 million for the nine months ended September 30, 2007. In the third quarter, the company paid a $4 million dividend and funded $20 million towards its U.S. pension plan.

 

Siemens Tender Offer to Acquire Dade Behring

As previously announced, the cash tender offer of Belfast Merger Co. (a subsidiary of Siemens) for all outstanding shares of Dade Behring Holdings, Inc. is currently scheduled to expire Wednesday, October 31, 2007, at 12:00 midnight (EDT). At that time, if all of the tender offer conditions are satisfied or waived, Siemens will cause its subsidiary to accept for payment and pay for the shares tendered and not withdrawn in the offer. Siemens has notified the Company that it now has all material regulatory approvals for completion of the tender offer. Siemens and Dade Behring expect that the Siemens’ subsidiary will accept for payment the shares tendered and not withdrawn in the offer on October 31, 2007 without further extension of the offer, will pay for the shares accepted for payment in the offer on or about November 6, 2007 and, provided that at least 90 percent of the shares of Dade Behring Holdings, Inc. are validly tendered and not withdrawn in the offer, will effect the merger of the Siemens subsidiary with and into Dade Behring shortly thereafter. The Dade Behring Holdings, Inc. common stock would cease to trade publicly thereafter and Dade Behring shall cease filing periodic reports with the SEC. Due to the pending acquisition, the Company will not host an earnings conference call.

 

-more-

 

 

2



 

 

 

About Dade Behring

With 2006 revenue of more than $1.7 billion, Dade Behring is the world’s largest company solely dedicated to clinical diagnostics. It offers a wide range of products, systems and services designed to meet the day-to-day needs of clinical laboratories, delivering innovative solutions to customers and enhancing the quality of life for patients. Additional company information is available on the Internet at www.dadebehring.com.

 

This report is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Dade Behring common stock are being made pursuant to an offer to purchase and related materials that Siemens and certain affiliated entities have filed with the Securities and Exchange Commission and mailed to stockholders.  Siemens has filed a tender offer statement on Schedule TO with the Securities and Exchange Commission with respect to the offer, and Dade Behring has filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials are available at no charge from the Securities and Exchange Commission through its website at www.sec.gov or from Dade Behring as described below.

 

This press release may contain “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward statements include information regarding the intent, belief or current expectation of the company and members of its senior management team, including, without limitation, expectations regarding business combination and similar transactions, prospective performance and opportunities and the outlook for the company’s businesses, performance, opportunities and regulatory approval. In addition, the company is in the process of a major new product launch, which involves risks and uncertainties regarding product performance, costs of introduction and support, and customer acceptance. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by the company. In addition, risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward looking statements include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many Dade Behring stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of Dade Behring’s control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in documents filed with the Securities and Exchange Commission by Dade Behring, as well as the tender offer documents filed by Siemens and the solicitation/recommendation statement filed by Dade Behring. All of the materials related to the offer (and all other offer documents filed with the Securities and Exchange Commission) are or will be available at no charge from the Securities and Exchange Commission through its website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the Securities and Exchange Commission by Dade Behring by contacting Dade Behring Investor Relations at Dade Behring Holdings, Inc, 1717 Deerfield Road, Deerfield, Illinois 60015, Attention: Investor Relations or at (847) 267-5300. Dade Behring does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.

 

 

###

 

 

3



Dade Behring Holdings, Inc.

Revenue By Product Line

and Region (unaudited)

(Dollars in millions)

 

 

 

Quarter Ended September 30,

 

 

 

 

 

 

 

% Change

 

 

 

 

 

 

 

 

 

On a Constant

 

Product Line

 

2007

 

2006

 

Reported

 

Currency Basis*

 

Core Products

 

 

 

 

 

 

 

 

 

Core Chemistry

 

$

306.5

 

$

274.2

 

11.8

%

8.3

%

Hemostasis

 

89.8

 

76.7

 

17.1

%

11.7

%

Microbiology

 

46.9

 

43.8

 

7.0

%

5.7

%

Infectious Disease Diagnostics

 

24.4

 

22.5

 

8.3

%

0.8

%

Total Core Products

 

467.6

 

417.2

 

12.1

%

8.2

%

Non-Core Products

 

7.1

 

6.4

 

12.1

%

6.5

%

Total

 

$

474.7

 

$

423.6

 

12.1

%

8.2

%

 

 

 

 

 

 

 

 

 

 

Region

 

 

 

 

 

 

 

 

 

United States

 

$

215.5

 

$

197.4

 

9.2

%

9.2

%

Non-U.S.

 

259.2

 

226.2

 

14.6

%

7.4

%

Total

 

$

474.7

 

$

423.6

 

12.1

%

8.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine-Months Ended September 30,

 

 

 

 

 

 

 

% Change

 

 

 

 

 

 

 

 

 

On a Constant

 

Product Line

 

2007

 

2006

 

Reported

 

Currency Basis*

 

Core Products

 

 

 

 

 

 

 

 

 

Core Chemistry

 

$

921.2

 

$

844.3

 

9.1

%

6.1

%

Hemostasis

 

268.5

 

233.5

 

15.0

%

10.1

%

Microbiology

 

132.8

 

121.1

 

9.7

%

8.8

%

Infectious Disease Diagnostics

 

70.4

 

65.6

 

7.3

%

0.5

%

Total Core Products

 

1,392.9

 

1,264.5

 

10.2

%

6.8

%

Non-Core Products

 

21.8

 

19.3

 

12.9

%

7.8

%

Total

 

$

1,414.7

 

$

1,283.8

 

10.2

%

6.8

%

 

 

 

 

 

 

 

 

 

 

Region

 

 

 

 

 

 

 

 

 

United States

 

$

642.4

 

$

596.8

 

7.6

%

7.6

%

Non-U.S.

 

772.3

 

687.0

 

12.4

%

6.2

%

Total

 

$

1,414.7

 

$

1,283.8

 

10.2

%

6.8

%


*“Constant currency” is not a U.S. GAAP defined measure.  The company believes this measure provides a meaningful analysis of the underlying activity, since it eliminates the effect of changes in foreign currency exchange rates. The change in sales on a constant currency basis has been calculated by comparing reported current year sales to prior year sales in local currency translated at the foreign currency exchange rates for the current year.  “Constant currency,” as defined or presented by the company, may not be comparable to similarly titled measures reported by other companies.

 

 



 

 

Dade Behring Holdings, Inc.

Consolidated Balance Sheets (unaudited)

 

 

 

September 30,

 

December 31,

 

(Dollars in millions, except share-related data)

 

2007

 

2006

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

82.2

 

$

24.4

 

Accounts receivable, net

 

394.4

 

359.5

 

Inventories

 

248.2

 

189.7

 

Prepaid expenses and other current assets

 

20.3

 

23.2

 

Deferred income taxes

 

84.1

 

115.9

 

Total current assets

 

829.2

 

712.7

 

 

 

 

 

 

 

Property, plant and equipment, net

 

507.7

 

488.5

 

Deferred income taxes

 

156.5

 

138.6

 

Intangible assets, net

 

325.7

 

339.0

 

Goodwill

 

168.5

 

169.6

 

Other assets

 

33.6

 

27.0

 

Total assets

 

$

2,021.2

 

$

1,875.4

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term debt

 

$

12.8

 

$

14.8

 

Accounts payable

 

80.2

 

78.9

 

Accrued liabilities

 

306.4

 

273.6

 

Total current liabilities

 

399.4

 

367.3

 

 

 

 

 

 

 

Long-term debt

 

575.0

 

495.0

 

Deferred income taxes

 

29.6

 

33.5

 

Other liabilities

 

180.7

 

170.4

 

Total liabilities

 

1,184.7

 

1,066.2

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock: $.01 par value; 150,000,000 shares authorized at September 30, 2007 and December 31, 2006, respectively; 80,428,434 and 82,860,364 shares issued and outstanding at September 30, 2007 and December 31, 2006, respectively

 

0.8

 

0.8

 

Additional paid-in capital

 

349.0

 

475.0

 

Retained earnings

 

414.9

 

299.1

 

Accumulated other comprehensive income

 

71.8

 

34.3

 

Total shareholders’ equity

 

836.5

 

809.2

 

Total liabilities and shareholders’ equity

 

$

2,021.2

 

$

1,875.4

 

 



 

 

Dade Behring Holdings, Inc.

Consolidated Statements of Operations (unaudited)

 

 

 

Quarter Ended September 30,

 

Nine-Months Ended September 30,

 

(Dollars in millions, except per share data)

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

474.7

 

$

423.6

 

$

1,414.7

 

$

1,283.8

 

Cost of goods sold

 

222.8

 

196.7

 

646.0

 

578.1

 

Gross profit

 

251.9

 

226.9

 

768.7

 

705.7

 

 

 

 

 

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Marketing and administrative expenses

 

155.0

 

140.3

 

442.6

 

418.7

 

Research and development expenses

 

40.8

 

40.0

 

118.2

 

118.5

 

Restructuring expense (income)

 

(1.2

)

 

(2.2

)

 

Income from operations

 

57.3

 

46.6

 

210.1

 

168.5

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest expense

 

(11.0

)

(7.1

)

(30.1

)

(19.2

)

Interest income

 

1.8

 

0.9

 

4.7

 

3.4

 

Foreign exchange (loss) gain

 

(1.0

)

(0.1

)

(3.1

)

0.2

 

Other

 

(0.9

)

(0.8

)

(2.8

)

(1.2

)

Income before income tax expense

 

46.2

 

39.5

 

178.8

 

151.7

 

Income tax expense

 

8.6

 

10.6

 

50.8

 

51.0

 

Net income

 

$

37.6

 

$

28.9

 

$

128.0

 

$

100.7

 

 

 

 

 

 

 

 

 

 

 

Basic shares outstanding

 

80.3 million

 

86.0 million

 

81.4 million

 

86.9 million

 

Diluted shares outstanding

 

83.4 million

 

87.3 million

 

83.5 million

 

88.4 million

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

$

0.47

 

$

0.34

 

$

1.57

 

$

1.16

 

Diluted earnings per common share

 

$

0.45

 

$

0.33

 

$

1.53

 

$

1.14

 

 

 

 

 

 

 

 

 

 

 

Operating Cash Flow to Cash Earnings reconciliation:

 

 

 

 

 

 

 

 

 

Operating Cash Flow

 

$

85.3

 

$

88.8

 

$

262.8

 

$

217.3

 

Net changes in balance sheet items not in earnings; loss on disposal of fixed assets

 

7.7

 

(14.6

)

25.4

 

15.7

 

Capital expenditures and investment in licensing agreements

 

(45.9

)

(42.6

)

(121.6

)

(118.2

)

Restructuring expense (income)

 

(1.2

)

 

(2.2

)

 

Income tax expense

 

8.6

 

10.6

 

50.8

 

51.0

 

Cash paid during the period for taxes

 

(5.3

)

(2.7

)

(13.5

)

(9.3

)

Cash Earnings (*)

 

$

49.2

 

$

39.5

 

$

201.7

 

$

156.5

 

 

 

 

 

 

 

 

 

 

 

Net income to Cash Earnings reconciliation:

 

 

 

 

 

 

 

 

 

Net income

 

$

37.6

 

$

28.9

 

$

128.0

 

$

100.7

 

Depreciation and amortization (including amortization of debt issuance costs)

 

49.4

 

40.3

 

141.9

 

117.3

 

Capital expenditures and investment in licensing agreements

 

(45.9

)

(42.6

)

(121.6

)

(118.2

)

Stock-based compensation expense

 

6.0

 

5.0

 

18.3

 

15.0

 

Restructuring expense (income)

 

(1.2

)

 

(2.2

)

 

Income tax expense

 

8.6

 

10.6

 

50.8

 

51.0

 

Cash paid during the period for taxes

 

(5.3

)

(2.7

)

(13.5

)

(9.3

)

Cash Earnings (*)

 

$

49.2

 

$

39.5

 

$

201.7

 

$

156.5

 


(*)  “Cash earnings” is not a U.S. GAAP defined measure. The company believes this measure provides meaningful profitability metrics, given current accumulated tax loss carryforwards and the net depreciation/amortization impacts relating to the revaluation of assets during the company’s 2002 restructuring.

 

 



 

 

Dade Behring Holdings, Inc.

Consolidated Statements of Cash Flows (unaudited)

 

 

 

Nine-Months Ended

 

Nine-Months Ended

 

(Dollars in millions)

 

September 30, 2007

 

September 30, 2006

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

Net income

 

$

128.0

 

$

100.7

 

Adjustments to reconcile net income to net cash providedby operating activities:

 

 

 

 

 

Depreciation and amortization expense

 

141.9

 

117.3

 

Net loss on disposal of fixed assets

 

2.1

 

3.3

 

Stock-based compensation expense

 

18.3

 

15.0

 

Restructuring reserves

 

(2.2

)

 

Deferred income taxes

 

27.7

 

29.3

 

Changes in balance sheet items

 

(53.0

)

(48.3

)

Net cash flow provided by operating activities

 

262.8

 

217.3

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

Capital expenditures

 

(114.1

)

(117.6

)

Investment in licensing agreements

 

(7.5

)

(0.6

)

Net cash flow utilized for investing activities

 

(121.6

)

(118.2

)

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

Net borrowings (repayments) related to short-term debt

 

(2.2

)

16.8

 

Borrowings under revolving credit facility

 

204.9

 

566.9

 

Repayments of borrowings under revolving credit facility

 

(124.9

)

(550.9

)

Payment of debt issuance costs

 

(0.9

)

 

Proceeds from exercise of stock options

 

18.0

 

13.7

 

Proceeds from employee stock purchase plan

 

5.0

 

5.2

 

Excess tax benefits from stock-based compensation

 

8.0

 

9.8

 

Repurchases of common stock

 

(184.0

)

(154.8

)

Dividends paid

 

(12.2

)

(13.0

)

Net cash flow utilized for financing activities

 

(88.3

)

(106.3

)

 

 

 

 

 

 

Effect of foreign exchange rates on cash

 

4.9

 

(2.6

)

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

57.8

 

(9.8

)

 

 

 

 

 

 

Cash and Cash Equivalents:

 

 

 

 

 

Beginning of Period

 

24.4

 

34.6

 

 

 

 

 

 

 

End of Period

 

$

82.2

 

$

24.8