LB Acquisitions LLC Increases Cash Portion of Offer to Acquire Caliper Technologies Corp.
Thursday February 13, 2:57 pm ET
NEW YORK, Feb. 12 /Businesswire/ — LB Acquisitions LLC (“LBA”), a wholly-owned subsidiary of Little Bear Investments LLC (“LB”), announced today that it has increased the cash portion of its’ offer to acquire Caliper Technologies Corp. (NASDAQ: CALP) (hereinafter referred to as “Caliper”) to $4.50 per share.
The proposal also includes the same terms regarding the creation of a Trust to hold all of Caliper’s current intellectual property (the “Trust”) along with a $5,000,000 cash infusion. Under LBA’s proposal, Caliper shareholders would receive 1 unit of the Trust for every 5 shares of Caliper owned immediately prior to the closing date, or approximately 80% of the expected outstanding units of the Trust. 10% of the units would be reserved for certain current employees of Caliper and future employees of the Trust and LBA would receive 10% of the outstanding units of the Trust. The business of the Trust would be to collect royalties on Caliper’s intellectual property and distribute the net income, if any, to the trust’s unit holders on a regular basis.
Prior to today, LBA had offered to purchase Caliper for $4.15 per share of Common Stock plus a share of the Trust as mentioned above. The new offer represents an 8.4% premium to LBA’s previous offer. LB’s controlling owner, Zachary Prensky, affiliates of his, as well as members of his immediate family, have acquired 180,000 shares of Caliper in open market transactions
Regarding this increased offer, Mr. Prensky stated today, “After discussions with industry participants and competitors, and a thorough analysis of Caliper’s balance sheet, we have decided to increase our offer.”
Little Bear Investments LLC, formerly known as Zackfoot Investments, focuses on investing in distressed businesses within the public marketplace. LB looks to identify and potentially acquire undervalued companies where the marketplace significantly discounts the value of the companies’ assets and operations.
LBA and LB look to work with Caliper’s Board of Directors to quickly close this proposed transaction. It is currently not the intention of LBA and/or LB to engage in any proxy solicitation. LBA and/or LB reserve their right to do so if Caliper’s Board of Directors turns down our offer as submitted. If LBA and/or LB does engages in any solicitation with respect to the shares of Caliper it and its’ affiliates do not currently own, it will prepare and disseminate a proxy statement with respect to that solicitation. Shareholders should read that proxy statement if and when it becomes available because it will contain important information. Shareholders will be able to obtain copies of the proxy statement, related materials and other materials filed with the Securities and Exchange Commission at the SEC’s website www.sec.gov without charge when these documents become available. Shareholders will also be able to obtain copies of that proxy statement and related materials without charge, when available, from LBA by writing to: LB Acquisitions LLC Attention: Zachary Prensky c/o Little Bear Investments LLC, 382 Central Park West, New York, NY 10025. For any questions or comments regarding this press release, please contact us at Zach@Prensky.com. For further information regarding the details of the share ownership mentioned above, please send a self-addressed stamped envelope to the LB Acquisitions LLC address given above.