Agilent to Acquire Biocare Medical, a Global Leader in Clinical and Research Pathology Solutions

Expands Agilent's pathology portfolio through addition of highly complementary antibody, reagent and instrument business with annual double-digit revenue and profit growth since 2021

Expected to be accretive to Agilent's top-line growth rate, margin profile and non-instrument revenue mix in Year 1

Agilent Technologies Inc. (NYSE:A) today announced it has entered into a definitive agreement to acquire Biocare Medical, a global leader in clinical pathology, from an investor group led by Excellere Partners and GHO Capital Partners LLP, in an all-cash transaction valued at $950 million.

Biocare is a high-growth global pathology antibody leader, serving customers with a complementary portfolio of immunohistochemistry (IHC), in situ hybridization (ISH) and fluorescence in situ hybridization (FISH) solutions designed to support improved patient health outcomes across oncology and broader clinical pathology. With more than 300 specialized antibodies and a proven R&D capability, Biocare has achieved annual double-digit revenue and profit growth since 2021 and generated over $90 million in revenue in 2025.

"The acquisition of Biocare enhances Agilent's pathology portfolio and reflects our strategy to drive long-term growth through customer-centric innovation and disciplined capital allocation," said Agilent President and CEO Padraig McDonnell. "Together, this complementary combination will enable us to better serve our valued pathology customers across clinical and research settings, accelerate innovation and support long-term value creation for our shareholders."

"The acquisition by Agilent is an exciting milestone for Biocare," said Luis de Luzuriaga, CEO of Biocare. "By joining Agilent and combining our complementary capabilities in cancer diagnostics, we will expand our operational scale, accelerate innovation and enhance the level of service we provide to customers and partners – ultimately benefiting the patients we serve. After years of significant progress, this is the right time to move forward with new ownership aligned with our commitment to product quality, clinical impact and value creation. I would like to thank our investors, Excellere Partners and GHO Capital, whose support and counsel have been instrumental in building Biocare into the company it is today."

In a joint statement, Ryan Glaws and Mike Mortimer, Managing Partners at Excellere Partners and GHO Capital, respectively, said, "Working closely with Luis and the Biocare management team, we have been proud to support their significant growth and success by applying our tried and tested growth playbook and leveraging our deep expertise and network in life science tools and diagnostics to build the company into the successful global business it is today. With its exceptional team and strengthened capabilities, Biocare has developed into a recognized leading innovator in IHC solutions, improving the diagnosis and treatment of patients. As Biocare continues its growth trajectory, we are pleased to have found the right partner in Agilent – one that can utilize its global reach and resources to unlock even greater market access, enhanced customer support and accelerated innovation for Biocare's customers worldwide."

Strategic and Financial Benefits of the Transaction

• Expands Agilent's Pathology Portfolio with a Highly Complementary Platform and Leading Innovation Capabilities: The addition of Biocare's complementary IHC antibody, reagent and instrument portfolio enhances Agilent's immunohistochemistry offering and expands its ability to serve a broad range of pathology labs across clinical and research settings. Biocare has grown robustly in the IHC market and brings proven, efficient new-product innovation capabilities that strengthen Agilent's capability to develop and commercialize new IVD antibodies.

• Unlocks Growth Through Complementary Commercial Attributes and Geographic Footprints, While Accelerating Menu Development: By combining Agilent's global operations with Biocare's strong U.S. commercial presence, the transaction creates a stronger platform to better serve a broader base of research and clinical customers. The combined company will be well positioned to meet diverse testing and throughput needs while accelerating the expansion of Biocare's antibody portfolio through Agilent's resources and capabilities.

• Delivers Attractive Financial Benefits: The deal is expected to be accretive to Agilent's top-line growth rate, margin profile and non-instrument revenue mix in the first year. The transaction is expected to become accretive to Agilent's EPS approximately 12 months following close. The accretive long-term growth, strategic fit and commercial synergy make the financial returns on the transaction highly attractive.

The transaction is subject to customary closing conditions, including receipt of regulatory approvals, and is expected to close by no later than Agilent's fourth fiscal quarter of 2026. Upon close, Biocare will become part of the Agilent Life Sciences and Diagnostics Markets Group.

Advisers

Barclays is serving as financial adviser, Sullivan & Cromwell LLP is serving as legal adviser and Joele Frank is serving as strategic communications adviser to Agilent.

Jefferies is serving as exclusive financial adviser, Ropes & Gray LLP is serving as legal adviser and ICR Healthcare is serving as strategic communications adviser to Biocare.

About Agilent Technologies

Agilent Technologies, Inc. (NYSE:A) is a global leader in analytical and clinical laboratory technologies, delivering insights and innovation that help our customers bring great science to life. Agilent's full range of solutions includes instruments, software, services, and expertise that provide trusted answers to our customers' most challenging questions. The company generated revenue of $6.95 billion in fiscal year 2025 and employs approximately 18,000 people worldwide. Information about Agilent is available at www.agilent.com. To receive the latest Agilent news, subscribe to the Agilent Newsroom. Follow Agilent on LinkedIn and Facebook.

About Biocare Medical

Biocare Medical is a global leader in immunohistochemistry (IHC) and molecular pathology solutions, offering automated instrumentation, high-quality reagents, and simultaneous multiplexing to advance cancer diagnostics and research. Biocare's mission is to deliver advanced staining solutions designed to produce the highest-quality image on every slide, driving diagnostic accuracy and creating a digital-ready platform for the future of pathology.

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that constitute "forward-looking statements" within the meaning of applicable U.S. securities laws. All statements herein other than historical facts, including, without limitation, statements regarding Agilent management's current expectations, assumptions, estimates and projections regarding the industry in which Agilent operates, general economic conditions, Agilent's businesses and its financial performance or condition, and future events, including the proposed transaction with Biocare referred to in this press release, are forward-looking statements. Such forward-looking statements rely on the safe harbor provisions of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Because such forward-looking statements are subject to risks and uncertainties, actual results and future trends may differ materially from those expressed in or implied by such forward-looking statements. Accordingly, potential investors and Agilent securityholders should not place undue reliance on such forward-looking statements. Words and phrases such as "anticipate," "believe," "combined company," "could," "consider," "create," "drive," "expect," "forecast," "future," "growth," "hope," "intend," "opportunity," "plan," "potential," "projected," "proposal," "result in," "synergies," "unlock," "upside," "will," "would," and similar words and phrases are intended to identify forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: the risk that the transaction with Biocare may not be consummated; the risk that any conditions to the completion of the transaction with Biocare, including the receipt of all required regulatory approvals, may not be satisfied; risks relating to the future performance, results of operations, liquidity and financial position of each of Agilent, Biocare and the combined company resulting from the consummation of the transaction with Biocare; the possibility that the combined company following consummation of the transaction with Biocare may not achieve expected synergies and operating efficiencies within the expected timeframes, or at all; the risk that consummating the transaction with Biocare may be less accretive than expected, or may be dilutive, to Agilent's earnings per share, which may negatively affect the market price of Agilent's common stock; the risk that the integration of Biocare's operations with those of Agilent may be more difficult, time-consuming and costly than expected, or that operating costs and business disruption may be greater than expected; the risk that any announcements relating to, or the completion of, the transaction with Biocare could have an adverse effect on the market price of Agilent's common stock; the risk that Agilent and Biocare may incur significant transaction and other costs in connection with the transaction, and that those costs may exceed those anticipated by Agilent; and risks related to any unforeseen liabilities of, and future capital expenditures required by, Agilent following consummation of the transaction with Biocare.

Additional risks and uncertainties relating to forward-looking statements in respect of Agilent's businesses, operations, prospects and financial performance and condition can be found in Agilent's filings with the Securities and Exchange Commission (the "SEC"), including the risks, uncertainties and other factors discussed in the sections entitled "Risk Factors" and "Forward-Looking Statements" in Agilent's Annual Report on Form 10-K for the fiscal year ended October 31, 2025, filed with the SEC on December 19, 2025, and the other filings Agilent has made or will make with the SEC after such date, copies of which may be obtained from the SEC's website at www.sec.gov. All forward-looking statements contained herein and in the exhibits hereto are made only as of the date hereof, and Agilent disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which Agilent hereafter becomes aware, except as required by applicable law.

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Agilent

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Biocare

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ICR Healthcare

Amber Fennell, Angela Gray, Kris Lam

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