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AGILENT TECHNOLOGIES, INC. 8-K Report, Material Agreement (May 22, 2012)

Filed May 22, 2012For Securities:A

Summary

Agilent Technologies, Inc. has announced a significant strategic move through a definitive agreement to acquire Dako A/S, a Danish company specializing in cancer diagnostics, for an enterprise value of approximately $2.2 billion in cash. This acquisition, conducted through Agilent's wholly-owned subsidiary Agilent Europe, is expected to bolster Agilent's presence in the growing diagnostics market. The transaction is subject to customary closing conditions, including antitrust and competition law approvals, with an expected closing within 60 days, or by November 16, 2012, if delayed. The agreement includes standard provisions for operating covenants, best efforts to close, and indemnification for breaches, with Agilent Technologies, Inc. providing a guarantee for its subsidiary's obligations. This acquisition signals a key expansion for Agilent into a specialized and potentially high-growth sector.

Key Highlights

  • 1Agilent Technologies, Inc. to acquire Dako A/S for approximately $2.2 billion in cash.
  • 2The acquisition is being made through Agilent's subsidiary, Agilent Europe B.V.
  • 3Dako A/S is a Danish company specializing in cancer diagnostics.
  • 4The deal is subject to customary closing conditions, including antitrust approvals.
  • 5Expected closing date is within 60 days, with a drop-dead date of November 16, 2012.
  • 6The agreement includes customary warranties, covenants, and indemnification provisions.
  • 7Agilent Technologies, Inc. is providing a guarantee for its subsidiary's obligations.

Frequently Asked Questions

This 8-K filing announces Agilent Technologies, Inc.'s entry into a material definitive agreement to acquire Dako A/S for approximately $2.2 billion in cash.

Dako A/S is a Danish company that focuses on cancer diagnostics. The acquisition is a strategic move by Agilent to expand its presence and capabilities within the diagnostics market, particularly in oncology.

The acquisition is subject to standard closing conditions, primarily including the receipt of necessary approvals related to antitrust and competition laws in relevant jurisdictions.

The closing is expected to occur within 60 days of the agreement date (May 16, 2012). If not closed by November 16, 2012, either party may terminate the agreement, provided the delay is not due to their own breach.