UK's Celsis to acquire US firm In Vitro Technologies for up to $35M

UK group Celsis Holdings says it has agreed to acquire the entire issued share capital of In Vitro Technologies (IVT), a US provider of in vitro testing products and services to the pharmaceutical and biotechnology industries, for a total consideration of up to $35.0 million in cash, comprising $30.0 million on completion and earnout consideration capped at $5.0 million.

The initial consideration of $30.0 million is to be satisfied as to $26.25 million payable at completion, with a further $3.75 million to be paid into an escrow account (for the purpose of satisfying any liabilities of the sellers to the purchaser under the acquisition agreement or related agreements). The earnout consideration is equal to 2.5 times, plus the excess, if any, of IVT's revenues for the year ended December 31 in excess of $13.1 million.

Rationale for purchase