Bloomberg News

Caliper Sued by Investor Over $600 Million PerkinElmer Sale

September 12, 2011

(Updates with excerpt from lawsuit in third paragraph.)

Sept. 12 (Bloomberg) -- Caliper Life Sciences Inc., the maker of medical-testing products that is being acquired by PerkinElmer Inc. for $600 million, was sued by an investor who contends she isn’t getting enough for her shares.

Waltham, Massachusetts-based PerkinElmer’s $10.50-per-share offer doesn’t provide shareholders with “adequate or fair value for their common stock,” Betty Greenberg, a Caliper investor, said in her Delaware Chancery Court suit.

The offer “reflects an inadequate premium to the trading price of the company’s common stock given that Caliper has promising revenue growth,” Greenberg’s lawyers said in the suit, filed today.

PerkinElmer officials made their offer for Hopkinton, Massachusetts-based Caliper Sept. 8, saying it provided a 42 percent premium over Caliper’s closing price in the previous day’s trading. Caliper makes DNA sequencing equipment and other laboratory products.

Peter F. McAree, Caliper’s chief financial officer, didn’t immediately return a call for comment on the suit.

PerkinElmer, which makes equipment for genetic screening and environmental testing, is seeking to buy its competitor to expand its business. PerkinElmer has acquired at least 5 other companies so far this year, according to data compiled by Bloomberg.

Other Offers Discouraged

In the lawsuit, lawyers for Greenberg contend that Caliper’s stock has risen about 121 percent over the last year “despite the recent downturn in the global economy.”

In addition to selling out too cheaply, Caliper’s directors also wrongfully allowed PerkinElmer’s lawyers to structure the buyout in a way that discourages other offers, according to the suit.

The proposed buyout contains a provision barring the company from soliciting competing offers and forcing it to end any on-going negotiations with prospective suitors, according to the suit. PerkinElmer also has a right to match any higher bids.

The case is Greenberg v. Caliper Life Sciences Inc., CA6853, Delaware Chancery Court (Wilmington).

--With assistance from Jef Feeley in Wilmington, Delaware. Editor: Mary Romano

To contact the reporter on this story: Michael Bathon in Wilmington, Delaware, at mbathon@bloomberg.net.

To contact the editor responsible for this story: Michael Hytha at mhytha@bloomberg.net.


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