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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 2, 1998
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SEROLOGICALS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-26126 58-2152225
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(State of other (Commission (IRS Employer
jurisdiction) file number) Identification No.)
780 Park North Blvd.
Suite 110
Clarkston, Georgia 30021
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(Address of Principal executive offices) (Zip code)
Registrant's telephone number, including area code: (404) 296-5595
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On December 2, 1997, Serologicals Corporation issued a press
release, the text of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference, announcing that it had entered into an
agreement to purchase substantially all of the net assets of the Pentex
Blood Proteins Business unit of Bayer Corporation's Diagnostic Business
Group.
Item 7. Financial Statements and Exhibits
a) Exhibits
99.1 Press Release of the Company dated December 2, 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 hereunto duly authorized.
Serologicals Corporation
(Registrant)
Date: December 4, 1998 By: /s/ Russell H. Plumb
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Russell H. Plumb
Vice President/Chief Financial
Officer (Principal Financial and
Accounting Officer)
NEWS
FOR IMMEDIATE RELEASE
Contact: Russell H. Plumb
Chief Financial Officer
(404) 296-5595
SEROLOGICALS AGREES TO ACQUIRE
PENTEX BLOOD PROTEINS BUSINESS FROM BAYER
ATLANTA (Dec. 2, 1998) - Serologicals Corporation (Nasdaq/NM: SERO)
today announced that it has signed an agreement to purchase essentially
all of the assets of the Pentex Blood Proteins Business ("Pentex"), a
unit of Bayer Corporation's Diagnostic Business Group, for approximately
$29 million plus assumed liabilities. Pentex generated revenue of
approximately $13.5 million in 1997 from the manufacturing, marketing and
sale of purified blood protein products. Completion of the acquisition is
subject to customary closing conditions including appropriate regulatory
review. The transaction, which is scheduled for completion by the end of
1998, will be financed with cash on hand and proceeds from the Company's
revolving line of credit. Bowles Hollowell Conner & Company, a subsidiary
of First Union Capital Markets Group, advised Serologicals in the
transaction.
Pentex, founded in 1953, is a leader in the field of purified
blood proteins that are marketed to customers in the diagnostics and
biopharmaceutical industries in the United States and approximately 25
other countries worldwide. Pentex operates a manufacturing facility in
Kankakee, Ill. that produces diagnostic products derived primarily from
animal blood components. Pentex also manufactures a range of purified
cell culture products. One of these products, 'Bovine EX-CYTE(R) Growth
Enhancement Media Supplement' is becoming increasingly important in the
manufacture of biopharmaceutical products.
Harold J. Tenoso, Ph.D., President and Chief Executive Officer,
remarked, "Pentex's successful line of blood proteins complements our
existing business in antibody-based diagnostic products which are used to
screen patients exposed to or at risk of contracting a specific disease
or to determine blood type prior to transfusion. Pentex has established a
solid record of profitability by understanding the needs of its customers
early in the product development cycle and adapting existing platform
products to meet those needs. Pentex also develops new technologies to
produce proteins required by the industry. Bovine EX-CYTE (R), with patent
protection through year 2005, is a direct result of this capability.
Demand for this new cell culture media from the biopharmaceutical
industry has increased significantly, and we believe there
is considerable potential for continued growth."
Tenoso added, "We believe this acquisition will contribute
positively to Serologicals' results in 1999. The addition of Pentex and
its employees should enable us to broaden our sales and marketing
activities to a wider customer base and the combined product lines will
enhance our ability to serve the diagnostics industry. Our expertise as
manufacturers of monoclonal blood grouping antibodies will assist in the
further penetration of the biopharmaceutical industry with media
components such as EX-CYTE(R)."
Serologicals Corporation, headquartered in Atlanta, is a
leading worldwide provider of specialty human antibody-based products and
services to major healthcare companies. The Company's services,
including donor recruitment, donor management and clinical testing
services, enable it to provide value-added products that are used as the
active ingredients in therapeutic products for the treatment and
management of diseases such as Rh incompatibility in newborns, rabies and
hepatitis and in diagnostic products such as blood typing reagents and
diagnostic test kits.
This release may contain certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
including, without limitation, statements regarding the closing of the
acquisition, the prospects for EX-CYTE(R) and the patent protection of
EX-CYTE(R) through 2005, the impact the acquisition may have on
Serologicals Corporation and the Company's ability to further penetrate
the biopharmaceutical industry. These forward-looking statements are
subject to certain risks, uncertainties and other factors, regulatory
review and approval, continued demand for EX-CYTE, maintaining the
validity of EX-CYTE7 patent through 2005 and the Company's ability to
successfully integrate the acquisition, which could cause actual results
to differ materially. Additional information on factors that could
potentially affect the Company or its financial results may be
found in the Company's filings with the Securities and Exchange
Commission.
Serologicals is a registered trademark of Serologicals Royalty Company.
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