AUSTIN, Texas and NORTHBROOK, Ill., May
16, 2016 /PRNewswire/ -- Luminex Corporation (NASDAQ:
LMNX) and Nanosphere, Inc. (NASDAQ: NSPH) today announced that the
companies have entered into a definitive agreement under which
Luminex will acquire Nanosphere, a leader in the molecular
microbiology and molecular diagnostic market for $1.35 per share in an all cash transaction valued
at approximately $58
million. With its focus on the molecular
microbiology segment, Nanosphere delivers proprietary diagnostic
tools that enable rapid and accurate detection of respiratory,
gastroenteric and bloodstream infections. The Boards of Directors
of both companies have unanimously approved the merger, which is
expected to immediately accelerate total revenue growth.
Benefits of the Transaction
- An Ideal Strategic Fit: Nanosphere's Verigene platform,
broad menu, and strong presence in the molecular microbiology
market with over 240 customers complement Luminex's customer base.
The combination will add a growing revenue stream and new platforms
for growth.
- Amplifies Luminex's Market Leadership: Nanosphere's
Verigene technology leads in the high-growth bloodstream infection
segment and complements Luminex's current infectious disease
portfolio. Following the acquisition, only Luminex will be able to
offer customers automated molecular platforms for both syndromic
and targeted molecular diagnostic testing (Verigene and
ARIES).
- Offers Attractive Economics and Shareholder Value:
Nanosphere's forecasted 2016 revenue of between $28-$30 million will immediately accelerate
Luminex's stand-alone projected revenue growth, reflecting
Nanosphere's high double digit revenue growth and the ability to
leverage Luminex's global molecular diagnostic distribution.
Nanosphere's total revenue for 2015 was $21
million. The Transaction is expected to be accretive to
Luminex's adjusted earnings by the end of 2017.
"The acquisition of Nanosphere will significantly enhance
Luminex's growth trajectory by expanding our product portfolio,
delivering access to new markets and strengthening our pipeline of
future products to make us the partner of choice for all molecular
labs," said Homi Shamir, president
and CEO of Luminex. "The deal demonstrates prudent execution
of our fourth strategic growth pillar -- leveraging our financial
strength to accelerate growth in our target markets."
"Luminex will recognize significant strategic benefit moving
forward as our customer base and leverage in our expanding menu
contribute to accelerated revenue growth," said Michael McGarrity, president and CEO of
Nanosphere. "The resources and reputation for excellence that
Luminex carries in the market will greatly benefit our customers
and employees."
Under the terms of the agreement, which has been approved by the
boards of directors of both companies, a newly formed, wholly-owned
subsidiary of Luminex will commence a tender offer for all
outstanding shares of Nanosphere for $1.35 per share in cash. Luminex will fund the
acquisition with cash on hand. Luminex intends to commence a
tender offer for all of the shares of common stock of Nanosphere
within 15 business days. Under the agreement, the tender offer will
be followed by a merger to acquire any untendered shares. The
tender offer is subject to the tender of a majority of Nanosphere's
common shares and certain other customary closing conditions. It is
expected that the transaction will close in the second quarter of
Luminex's fiscal 2016.
Financial Details
Under the terms of the agreement, Luminex will pay approximately
$58 million in cash to acquire
Nanosphere, including payments in connection with outstanding
common stock, preferred stock, and options and warrants of
Nanosphere. Luminex will also pay or cause Nanosphere to pay off
approximately $25 million in
Nanosphere indebtedness outstanding as of March 31, 2016. Nanosphere generated
approximately $21 million in revenue
during 2015 and $6.6 million in its
quarter ended March 31, 2016. As of
March 31, 2016, Nanosphere had
restricted and unrestricted cash of approximately $18.4 million. Assuming the transaction
closes on or before July 1, 2016,
Luminex expects the Nanosphere acquisition will add between
$13 million and $16 million to 2016
consolidated revenue.
Luminex expects to record charges for non-recurring cash and
non-cash acquisition-related costs in connection with the
transaction. The full extent of these charges will not be
determined under the rules of purchase accounting until valuation
has been completed. In addition, transaction-related
professional fees will be expensed as incurred, as required by GAAP
per ASC 805 Business Combinations.
Perella Weinberg Partners is acting as exclusive financial
advisor to Luminex Corporation. Smith, Gambrell & Russell
LLP is serving as outside counsel to Luminex. Jefferies LLC
is acting as exclusive financial advisor to Nanosphere and Seyfarth
Shaw LLP is serving as outside counsel to Nanosphere.
Conference Call and Webcast
Luminex will host a conference call and webcast at 8:30 am ET on Monday, May
16 to provide more information on this announcement. The
webcast can be accessed in the Investors section of
http://www.luminexcorp.com. An audio archive of the call will be
available in that section of Luminex's website for six months.
Conference Call
Dial-in:
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Dial In – Toll
Free:
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877-930-7053
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Dial
In:
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253-336-7290
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Passcode:
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13319006
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Replay
Dial-in:
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Dial In – Toll
Free:
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855-859-2056
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Dial
In:
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404-537-3406
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Passcode:
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13319006
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Additional Information
The tender offer described in this communication has not yet
commenced. This communication is provided for informational
purposes only and does not constitute an offer to purchase or the
solicitation of an offer to sell any securities. At the time the
tender offer is commenced, Luminex and its indirect wholly-owned
subsidiary, Commodore Acquisition Inc. ("CAI") intend to file with
the Securities and Exchange Commission (the "SEC") a Tender Offer
Statement on Schedule TO containing an offer to purchase, a form of
letter of transmittal and other documents relating to the tender
offer, and Nanosphere intends to file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Luminex, CAI, and Nanosphere intend to
mail these documents to the Nanosphere common stockholders.
Investors and shareholders should read those filings carefully when
they become available as they will contain important information
about the tender offer. Those documents, as well as Luminex's other
public filings with the SEC, may be obtained without charge at the
SEC' s website at www.sec.gov and at Luminex's website at
www.luminexcorp.com. The offer to purchase and related
materials may also be obtained (when available) for free by
contacting Innisfree M&A Incorporated, the information agent
for the tender offer, at 501 Madison Avenue New York, New York 10022.
About Luminex Corporation
Luminex is committed to
applying its passion for innovation toward creating breakthrough
solutions to improve health and advance science. The company is
transforming global healthcare and life-science research through
the development, manufacturing and marketing of proprietary
instruments and assays utilizing xMAP® open-architecture
multi-analyte platform, MultiCode® real-time polymerase chain
reaction (PCR), and multiplex PCR-based technologies, that deliver
cost-effective rapid results to clinicians and researchers.
Luminex's technology is commercially available worldwide and in use
in leading clinical laboratories, as well as major pharmaceutical,
diagnostic, biotechnology and life-science companies. Luminex is
meeting the needs of customers in markets as diverse as clinical
diagnostics, pharmaceutical drug discovery, biomedical research
including genomic and proteomic research, personalized medicine,
biodefense research and food safety. For further information on
Luminex Corporation and the latest advances in multiplexing using
award winning technology, please visit
http://www.luminexcorp.com/.
About Nanosphere, Inc.
Nanosphere is enhancing
medicine through targeted molecular diagnostics that result in
earlier disease detection, optimal patient treatment and improved
healthcare economics. The Company's versatile technology platform,
the Verigene® System, enables clinicians to rapidly detect the most
complex, costly and deadly infectious diseases through a low cost
and simple-to-use multiplexed diagnostic test. The combination of
this innovative technology and Nanosphere's customer-driven
solutions keeps commitment to the patient at the forefront of its
business. Nanosphere is based in Northbrook, IL. Additional information is
available at http://www.nanosphere.us.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release, including statements
regarding the proposed transaction between Luminex and Nanosphere,
Luminex's and Nanosphere' financial results and estimates and/or
business prospects, the combined company's plans, objectives,
expectations and intentions, leadership in biological testing
technologies in the clinical diagnostic and life science industries
and the expected size, scope and growth of the combined company's
operations and the markets in which it will operate, expected
synergies, as well as the expected timing and benefits of the
transaction, may contain words such as "expects," "may,"
"potential," "upside," "approximately," "project," "would,"
"could," "should," "will," "anticipates," "believes," "intends,"
"estimates," "targets," "plans," "envisions," "seeks" and other
similar language and are considered forward-looking statements or
information under applicable securities laws. These statements are
based on Luminex's current expectations, estimates, forecasts and
projections about the proposed transaction and the operating
environment, economies and markets in which Luminex and Nanosphere
operate, are subject to important risks and uncertainties that are
difficult to predict and the actual outcome may be materially
different. These statements reflect beliefs and assumptions that
are based on Luminex's and Nanosphere' perception of historical
trends, current conditions and expected future developments as well
as other factors management believes are appropriate in the
circumstances. In making these statements, Luminex and Nanosphere
have made assumptions with respect to the ability of Luminex and
Nanosphere to achieve expected synergies and the timing of same,
the ability of Luminex and Nanosphere to predict and adapt to
changing customer requirements, preferences and spending patterns,
the ability of Luminex and Nanosphere to protect their intellectual
property, future capital expenditures, including the amount and
nature thereof, trends and developments in the clinical diagnostic
and life science industries, business strategy and outlook,
expansion and growth of business and operations, credit risks,
anticipated acquisitions, future results for Luminex being similar
to historical results, expectations related to future general
economic and market conditions and other matters. Luminex's and
Nanosphere' beliefs and assumptions are inherently subject to
significant business, economic, competitive and other uncertainties
and contingencies regarding future events and as such, are subject
to change. Luminex's beliefs and assumptions may prove to be
inaccurate and consequently Luminex's actual results could differ
materially from the expectations set out herein.
Actual results or events could differ materially from those
contemplated in the forward-looking statements as a result of the
following:
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(i)
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risks and
uncertainties relating to the transaction, including (a) the
risk that the businesses will not be integrated successfully or
such integration may be more difficult, time-consuming or costly
than expected, which could result in additional demands on
Luminex's resources, systems, procedures and controls, disruption
of its ongoing business and diversion of management's attention
from other business concerns, (b) the possibility that certain
assumptions with respect to Nanosphere or the transaction could
prove to be inaccurate, (c) failure or delay in respect of the
satisfaction of the closing conditions to the transaction,
(d) the potential failure to retain key employees of Luminex
or Nanosphere as a result of the proposed transaction or during
integration of the businesses and (e) disruptions resulting
from the proposed transaction, making it more difficult to maintain
business relationships;
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(ii)
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risks and
uncertainties relating to Luminex, including (a) the future
performance, financial and otherwise, of Luminex, (b) the
ability of Luminex to bring new products to market and to increase
sales, (c) the strength of Luminex's product development
pipeline, (d) Luminex's growth and profitability prospects,
(e) the estimated size and growth prospects of the clinical
diagnostic and life science industries, (f) Luminex's
competitive position in the clinical diagnostic and life science
industries and its ability to take advantage of future
opportunities in this market, (g) the benefits of Luminex's
products to be realized by customers, and (h) the demand for
Luminex's products and the extent of deployment of Luminex's
products in the clinical diagnostic and life science industries;
and
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(iii)
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risks and
uncertainties relating to future events, conditions or
circumstances, or other general risks, including
(a) integration of other acquisitions and related
restructuring efforts, including the quantum of restructuring
charges and the timing thereof, (b) the possibility that
Luminex may be unable to meet its future reporting requirements
under the U.S. Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder, (c) the risks associated with
bringing new products to market, (d) fluctuations in currency
exchange rates, (e) delays in the purchasing decisions of
Luminex's customers, (f) the competition Luminex faces in its
industry and/or marketplace, (g) the possibility of technical,
logistical or planning issues in connection with the deployment of
Luminex's products or services, (h) the continuous commitment
of Luminex's customers, (i) demand for Luminex's products, and
(j) the additional 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 unless otherwise required by applicable
securities laws, 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.
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Contacts
Luminex Investor
Contact
Harriss Currie
Sr. Vice President of Finance and CFO
512.219.8020
hcurrie@luminexcorp.com
Matthew Scalo
Sr. Director, Investor Relations
512.219.8020
mscalo@luminexcorp.com
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SOURCE Luminex Corporation; Nanosphere, Inc.