Opportunity In Molecular Diagnostics AUSTIN, Texas and TORONTO,
Ontario, Dec. 14 /PRNewswire-FirstCall/ -- Luminex Corporation
(NASDAQ:LMNX) and Tm Bioscience Corporation (TSX: TMC) today
announced a definitive agreement for Luminex to acquire Tm
Bioscience Corporation (TSX: TMC), a leader in the commercial
genetic testing market. Under the terms of the agreement, each Tm
Bioscience ("Tm") share will be exchanged for 0.06 shares of
Luminex common stock. The per share consideration represents a 41.5
percent premium for Tm shares based on the closing price of a share
of Tm common stock and Luminex common stock on December 14, 2006,
the last trading day prior to the announcement of the acquisition.
Upon completion of this transaction, Tm shareholders will own
approximately 9 percent of Luminex outstanding common stock.
Completion of the transaction is subject to the approval of Tm
shareholders, required regulatory and court approvals, and certain
other conditions set forth in the definitive agreement. The
transaction is anticipated to close in the first quarter of 2007.
Based in Toronto, Ontario, Canada, Tm is a leading DNA-based
diagnostics company developing a suite of molecular diagnostic
tests. Tm's products include tests for infectious diseases as well
as tests for genetic mutations related to cystic fibrosis, sepsis,
personalized medicine and other debilitating genetic disorders. Tm
has proprietary technologies that improve the speed, accuracy,
flexibility, and cost of DNA-based genetic tests. Tm's cystic
fibrosis test is the first multiplexed human disease genotyping
test to be cleared by the U.S. Food and Drug Administration (FDA)
for diagnostic use in the U.S. For the first nine months of 2006,
Tm reported revenue of C$8.6 million, a 62% increase compared with
C$5.3 million for the same period a year ago. Commenting on the
announcement, Patrick J. Balthrop, president and chief executive
officer of Luminex, stated, "We believe that this transaction has
the potential to be a transforming event for Luminex. We are very
excited about the opportunity to bring the Tm products,
capabilities and resources into our company and enhance our ability
to be a leader in the growing molecular diagnostics market. "As we
previously announced, Luminex has been evaluating strategic
acquisition candidates to advance our growth strategy. With Tm's
cGMP-capable manufacturing, proprietary molecular detection
chemistries, assay development expertise and a strong menu of kits
and reagents, and the complementary assets and strengths of
Luminex's partner-based business model, we intend to work closely
with our business partners that have relevant distribution channels
or complementary products to leverage this new business to the
mutual benefit of Luminex and our partners. As we continue to
support our partners in Life Science research and Immunoassay/HLA,
molecular diagnostics will be an important growth market for
Luminex. We believe this business combination will allow us to
accelerate our growth strategy and build shareholder value."
Commenting on the acquisition, Greg Hines, president and chief
executive officer of Tm, stated, "After examining all of the
options available to the company, we determined that the
acquisition of Tm by Luminex was in the best interest of
shareholders. During the six years that Luminex and Tm have worked
together, we have become convinced that DNA-based diagnostics based
on Tm's Universal Array and Luminex's xMAP can establish Luminex as
a leader in the fast growing molecular diagnostics market. We
believe that Luminex can secure the global reach and scale required
to properly exploit Tm's product portfolio. The proposed
transaction will enable Tm shareholders to share in the growth of
the combined business." J.P. Morgan Securities Inc. acted as
exclusive financial advisor to Luminex in connection with this
transaction. The investment banking firm Leerink Swann &
Company (Boston, Massachusetts) acted as financial advisor to Tm in
connection with the transaction and Westwind Partners (Toronto,
Ontario) advised Tm with respect to financing for the transaction.
Management from both companies will host a conference call to
discuss this announcement on Friday, December 15, 2006, at 8:00
a.m. Eastern time. The conference call will be webcast live and
will be accompanied by a slide presentation, both of which may be
accessed at Luminex Corporation's website at
http://www.luminexcorp.com/ or at Tm Bioscience's website at
http://www.tmbioscience.com/ . Simply log on to the web at the
address above, go to the Company section and access the Investor
Relations link. Please go to the website at least 15 minutes prior
to the call to register, download and install any necessary
audio/video software. If you are unable to participate during the
live webcast, the call and slides will be archived for one year on
the website using the 'replay' link. About Tm Bioscience Tm
Bioscience is a Toronto-based diagnostics company developing a
suite of DNA-based tests for genetic disorders, drug metabolism
(pharmacogenetics) and infectious diseases. Tm Bioscience has
developed and commercialized Analyte Specific Reagents* and a
series of Tag-It(TM)** tests for a variety of genetic disorders.
These tests are based on Tm Bioscience's proprietary Tag-It(TM)
Universal Array platform, which utilizes a proprietary universal
tag system that allows for easy optimization, product development
and expansion. Tm Bioscience's ID-Tag(TM) Respiratory Viral Panel
(RVP) is a reliable and cost- effective test designed to play a key
role in patient management, infection control and in countering the
pandemic threat of respiratory diseases, all with results in less
than six hours. The ID-Tag(TM) RVP has received CE mark
certification and the company is focused on gaining regulatory
clearance from the FDA for the ID-Tag(TM) RVP as an in vitro device
(IVD) in the United States. Tm Bioscience's Cystic Fibrosis (CF)
test is the first multiplexed human disease genotyping test to be
cleared by the FDA as an in vitro device (IVD) for diagnostic use
in the U.S. It has also received CE mark certification and Health
Canada clearance, allowing the test to be marketed for diagnostic
purposes in the European Union and Canada. In addition, the company
is developing a companion test for the blood-thinning drug warfarin
and a test for patients under treatment for sepsis. About Luminex
Luminex Corporation develops, manufactures and markets proprietary
biological testing technologies with applications throughout the
life sciences industry. The company's xMAP(R) system is an
open-architecture, multi-analyte technology platform that delivers
fast, accurate and cost-effective bioassay results to markets as
diverse as pharmaceutical drug discovery, clinical diagnostics and
biomedical research, including the genomics and proteomics research
markets. The company's xMAP(R) technology is sold worldwide and is
in use in leading research laboratories as well as major
pharmaceutical, diagnostic and biotechnology companies. Further
information on Luminex Corporation or xMAP(R) can be obtained on
the Internet at http://www.luminexcorp.com/. Statements made in
this release that express Luminex's or management's intentions,
plans, beliefs, expectations or predictions of future events are
forward-looking statements. The words "believe," "expect,"
"intend," "estimate," "anticipate," "will," "could," "should" and
similar expressions are intended to further identify such
forward-looking statements for purposes of the Private Securities
Litigation Reform Act of 1995. It is important to note that the
company's actual results or performance could differ materially
from those anticipated or projected in such forward-looking
statements. Factors that could cause Luminex's actual results or
performance to differ materially include risks and uncertainties
relating to, among others, market demand and acceptance of
Luminex's products, the company's dependence on strategic partners
for development, commercialization and distribution of products,
concentration of the company's revenue in a limited number of
strategic partners, fluctuations in quarterly results due to a
lengthy and unpredictable sales cycle and bulk purchases of
consumables, Luminex's ability to scale manufacturing operations
and manage operating expenses, gross margins and inventory levels,
potential shortages of components, competition, the timing of
regulatory approvals, the implementation, including any
modification, of the company's strategic operating plans, risks and
uncertainties associated with implementing our acquisition
strategy, including, in particular, the proposed acquisition
addressed in this release; and the ability to integrate acquired
companies or selected assets into our consolidated business
operations, as well as the risks discussed under the heading "Risk
Factors" in Luminex's Reports on Forms 10-K and 10-Q, as filed with
the Securities and Exchange Commission. The forward-looking
statements contained herein represent the judgment of Luminex as of
the date of this press release, and Luminex expressly disclaims any
intent, obligation or undertaking to release publicly any updates
or revisions to any forward- looking statements to reflect any
change in Luminex's expectations with regard thereto or any change
in events, conditions or circumstances on which any such statements
are based. This press release contains information that is
forward-looking information with respect to Tm Bioscience within
the meaning of applicable securities laws. In some cases,
forward-looking information can be identified by the use of terms
such as "may", "will", "should", "expect", "plan", "anticipate",
"believe", "intend", "estimate", "predict", "potential", "continue"
or the negative of theses terms or other similar expressions
concerning matters that are not historical facts. In particular,
statements about the proposed acquisition of Tm Bioscience by
Luminex are or involve forward-looking information. Forward-looking
information is based on certain factors and assumptions. While the
company considers these assumptions to be reasonable based on
information currently available to it, they may prove to be
incorrect. Forward-looking information, by its nature necessarily
involves risks and uncertainties including, without limitation, the
difficulty of predicting regulatory approvals, the timing and
conditions precedent to obtaining any regulatory approval, market
acceptance and demand for new products, the availability of
appropriate genetic content and other materials required for the
company's products, the company's ability to manufacture its
products on a large scale, the protection of intellectual property
connected with genetic content, the impact of competitive products,
currency fluctuations, risks associated with the company's
manufacturing facility, the risk that the company's current process
to explore strategic alternatives will result in a transaction and
any other similar or related risks and uncertainties. Additional
risks and uncertainties affecting the company can be found in the
company's 2005 Annual Report, available on SEDAR at
http://www.sedar.com/ and in the company's Form 20-F, as amended,
filed with the U.S. Securities and Exchange Commission and
available at http://www.sec.gov/; and as may be set out in the
company's management proxy circular in respect of the proposed
transaction to be made available, once filed, on SEDAR at
http://www.sedar.com/. If any of these risks or uncertainties were
to materialize, or if the factors and assumptions underlying the
forward-looking information were to prove incorrect, actual results
could vary materially from those that are expressed or implied by
the forward-looking information contained herein. The company
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Contacts: Harriss T. Currie Greg Hines
Vice President, Finance and CFO President and CEO 512-219-8020
416.593.4323 DATASOURCE: Luminex Corporation CONTACT: Harriss T.
Currie, Vice President, Finance and CFO, Luminex Corporation,
+1-512-219-8020, or ; or Greg Hines, President and CEO, Tm
Bioscience, +1-416-593-4323, or Web site:
http://www.luminexcorp.com/ http://www.tmbioscience.com/
Copyright
Luminex (NASDAQ:LMNX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Luminex (NASDAQ:LMNX)
Historical Stock Chart
From Jul 2023 to Jul 2024