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UNITED STATES
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)
September 21, 1998
GAMMA BIOLOGICALS, INC.
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(Exact name of registrant as
specified in its charter)
Texas 0-9771 74-1668436
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
3700 Mangum
Houston, Texas 77092
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(Address of principal executive offices)
Registrant's telephone number, including area code (713) 681-8481
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ITEM 5. OTHER EVENTS
On September 21, 1998, the Registrant issued a press release stating
that it had entered into an Agreement and Plan of Merger with Immucor, Inc.
and Gamma Acquisition Corporation.
ITEM 7. EXHIBITS
Exhibit A. Press release dated September 21, 1998.
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.
GAMMA BIOLOGICALS, INC.
Dated: September 23, 1998 By: /s/ Margaret J. O'Bannion
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Margaret J. O'Bannion
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Chief Financial Officer
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FOR IMMEDIATE RELEASE CONTACT: Immucor, Inc.
Edward Gallup, Steve Ramsey or
Connie Vinson
770-441-2051
Gamma Biologicals, Inc.
David E. Hatcher
713-681-8481
IMMUCOR, INC. TO ACQUIRE GAMMA BIOLOGICALS, INC.
IN A CASH TENDER OFFER FOR $5.40 PER SHARE
NORCROSS, GA - September 21, 1998 - Immucor, Inc. (NASDAQ: BLUD) and Gamma
Biologicals, Inc. (AMEX: GBL) today jointly announced that they have executed
a definitive merger agreement under which Gamma Acquisition Corporation, an
Immucor subsidiary, will commence a cash tender offer to acquire all of the
outstanding shares of Gamma Biologicals for $5.40 per share followed by a
cash merger at the same price. The transaction has been unanimously approved
by the Board of Directors of each company. Upon completion of this
transaction, Gamma Biologicals will operate as a wholly owned subsidiary of
Immucor, Inc.
The cash tender offer of $5.40 for each Gamma Biologicals share represents a
total transaction value of approximately $25 million. The tender offer is not
conditioned upon financing. Subject to satisfaction of customary closing
conditions, Immucor and Gamma Biologicals expect the transaction to close
within five weeks from the date hereof.
Upon completion of this acquisition, Immucor will become the market leader in
providing blood serology reagents and systems in the U.S. and Canada, and
will greatly strengthen its international market position and overall product
offering. The combination of this market leadership with Immucor's broad line
of automated instrumentation, including the newly approved ABS2000 system,
and Gamma's newly introduced gel-based ReACT system, is expected to generate
growth in both revenue and profitability. Given the substantial opportunities
for synergies and cost savings, this transaction is expected to increase
Immucor's earnings per share.
Edward L. Gallup, Immucor's president and CEO, stated, "I am pleased to
welcome Gamma's customers, employees and suppliers to our company. I am
confident that the combined strengths of our organizations will set the
standard for quality products and services in our industry for years to come."
David E. Hatcher, Gamma's president and CEO, stated, "In Immucor, we have
found the ideal partner to continue the growth of our business. Given the
consolidation of our industry and the resources which Immucor provides, I
believe this transaction will best serve Gamma's customers, shareholders and
employees."
(MORE)
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Immucor, Inc. to Acquire Gamma Biologicals, Inc.
September 21, 1998
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Immucor, Inc., founded in 1982, manufactures and sells a complete line of
reagents and systems used by hospitals, reference laboratories and donor
centers to detect and identify certain properties of the cell and serum
components of blood prior to transfusion. Immucor markets a complete family
of automated instrumentation for all of its market segments. Immucor's fiscal
1998 revenues were approximately $40 million. For more information on
Immucor, please visit the company's website at www.immucor.com.
Gamma Biologicals, Inc., with fiscal 1998 revenues of approximately $18
million, manufactures and sells a wide variety of in-vitro diagnostic
reagents to blood donation centers, transfusion departments of hospitals,
medical laboratories and research institutions through a direct sales force
and distributor network. Gamma distributes its products to more than 50
countries worldwide. Additional information is available about Gamma
Biologicals on its website at www.gammabio.com.
THIS PRESS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS AS THAT TERM IS
DEFINED IN THE PRIVATE SECURITIES REFORM ACT OF 1995, INCLUDING, WITHOUT
LIMITATION, STATEMENTS CONCERNING EACH COMPANY'S EXPECTATIONS, BELIEFS,
INTENTIONS OR STRATEGIES REGARDING THE FUTURE. BECAUSE SUCH STATEMENTS DEAL
WITH FUTURE EVENTS, THEY ARE SUBJECT TO VARIOUS RISKS AND UNCERTAINTIES, AND
ACTUAL RESULTS MAY DIFFER MATERIALLY FROM EACH COMPANY'S CURRENT
EXPECTATIONS. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE
BASED ON INFORMATION AVAILABLE TO EACH COMPANY ON THE DATE HEREOF, AND EACH
COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.
FURTHER RISKS ARE DETAILED IN EACH COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING THOSE SET FORTH IN EACH COMPANY'S MOST RECENT
FORM 10-K AND QUARTERLY REPORTS ON FORM 10-Q.
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