SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
May 6, 1997
________________________________________
THERMO BIOANALYSIS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-14262 85-0429899
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification Number)
incorporation or
organization)
504 Airport Road
Santa Fe, New Mexico 87504-2108
(Address of principal executive offices) (Zip Code)
(617) 622-1000
(Registrant's telephone number
including area code)
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Item 2. Acquisition or Disposition of Assets
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On May 6, 1997, Thermo BioAnalysis Corporation (the "Company") entered
into a binding agreement to acquire LSI Labsystems and Hybaid, which
comprise the Biosystems Group of the Life Sciences International PLC
subsidiary ("LSI") of Thermo Instrument Systems Inc. ("Thermo Instrument").
In March 1997, Thermo Instrument had acquired approximately 95% of the
outstanding shares of LSI, a London Stock Exchange-listed company, in
completion of Thermo Instrument's offer to acquire all of the outstanding
shares of LSI. LSI Labsystems, based in Finland, manufactures
microplate-based immunoassay instruments and liquid-handling equipment.
Hybaid, based in the U.K., manufactures thermal cyclers and consumables for
DNA amplification. The combined businesses had 1996 revenues of
approximately $71 million and were profitable.
The aggregate purchase price for LSI Labsystems and Hybaid is
approximately $102.5 million, and consists of: (a) approximately $91.5
million for the net operating assets of the acquired businesses; plus (b)
$11.0 million for an equivalent amount of cash held by the acquired
businesses. The purchase price for the net operating assets represents the
sum of an estimate of the net tangible book value, exclusive of cash, of
the businesses, plus a percentage of Thermo Instrument's total goodwill
associated with its acquisition of LSI, based on the aggregate 1996
revenues of LSI Labsystems and Hybaid relative to LSI's 1996 consolidated
revenues. The purchase price is subject to a post-closing adjustment based
on final determination of the net tangible book value, exclusive of cash,
of the acquired businesses and a final calculation of Thermo Instrument's
total goodwill associated with the acquisition of LSI.
The acquisition will be made pursuant to a Share Purchase Agreement
dated as of May 6, 1997 (the "Agreement"), among the Company, Thermo
Instrument and LSI. The aggregate purchase price of $102.5 million will be
paid through the issuance of 1,300,000 shares of the Company's common stock
valued at $16.9 million and debt to Thermo Instrument totaling $85.6
million. The closing of the transaction will take place as soon as the
shares of common stock to be issued in connection with the acquisition are
listed for trading upon the American Stock Exchange, Inc. (the "Exchange").
The Exchange requires that the listing be approved by the holders of a
majority of the Company's outstanding shares present and voting at a
shareholders' meeting. The meeting is expected to be held before the end
of 1997. Thermo Instrument has agreed to vote all of the shares of the
Company's common stock held by it as of the record date of the meeting in
favor of the listing of the Company's shares and all matters related
thereto. As of April 30, 1997, before giving effect to the issuance of the
shares to be issued pursuant to the Agreement, Thermo Instrument owned
approximately 66.5% of the outstanding common stock of the Company. Giving
effect to the issuance of such shares, Thermo Instrument would own
approximately 70.4% of such outstanding common stock as of such date.
Because the Company, LSI Labsystems and Hybaid were deemed for
accounting purposes to be under control of their common majority owner,
Thermo Instrument, the transaction has been accounted for in a manner
similar to a pooling-of-interests. Accordingly, the Company's financial
statements (including the financial statements included as part of the
Company's Quarterly Report on Form 10-Q for the quarter ended March 29,
1997) include the results of LSI Labsystems and Hybaid from March 12, 1997,
the date these businesses were acquired by Thermo Instrument, and the
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shares issuable subject to listing on the Exchange have been deemed
outstanding from that date.
In connection with the acquisition of LSI Labsystems and Hybaid, the
Company is in the process of restructuring the acquired businesses. This
restructuring is expected to include reductions in staffing levels,
abandonment of excess facilities, and possible other costs associated with
exiting certain activities of the acquired businesses. Except as set forth
above, the Company has no present intention to use the assets of LSI
Labsystems and Hybaid for purposes materially different from the purposes
for which such assets were used prior to the acquisition. However, the
Company will continue to review such businesses' assets, corporate
structures, capitalizations, operations, properties, policies, managements
and personnel and, upon completion of this review, may develop additional
or alternative plans or proposals, including mergers, transfers of a
material amount of assets or other additional transactions or changes
relating to such businesses.
Item 7. Financial Statements, Pro Forma Combined Condensed Financial
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Information and Exhibits
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(a) Financial Statements of Business Acquired: Information
meeting the requirements of this Item 7(a) will be filed by
amendment within the time period permitted by Item 7(a)(4) of
Form 8-K.
(b) Pro Forma Combined Condensed Financial Information:
Information meeting the requirements of this Item 7(b) will
be filed by amendment within the time period permitted by
Item 7(a)(4) of Form 8-K.
(c) Exhibits
2. Share Purchase Agreement dated as of May 6, 1997, among
Thermo BioAnalysis Corporation, Thermo Instrument
Systems Inc. and Life Sciences International PLC
(incorporated by reference from Exhibit 2 to the
Company's Quarterly Report on Form 10-Q for the Quarter
ended March 29, 1997).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized, on this 21st day of May, 1997.
THERMO BIOANALYSIS CORPORATION
By: /s/ Jonathan W. Painter
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Jonathan W. Painter
Treasurer
AA971400014
