Item 8.01. Other Events.
In connection with the execution of the Merger Agreement, the directors and executive officers of Nanosphere (collectively, the Stockholders) have
entered into certain Support Agreements, each dated as of May 15, 2016, with the Company (the Support Agreements). Subject to the terms and conditions of the Support Agreements, each Stockholder agreed, among other things, to tender
shares of common stock of Nanosphere (representing in the aggregate approximately 3.8% of Nanospheres total issued and outstanding shares of common stock) into the Offer, and, subject to certain exceptions, not to transfer their shares that
are subject to the Support Agreements in any competing offer. The Support Agreements will terminate with respect to a Stockholder upon the first to occur of (i) the valid termination of the Merger Agreement, (ii) the completion of the
Merger, (iii) entry into an amendment or modification of the Merger Agreement or any waiver of Nanospheres rights under the Merger Agreement, in each case that results in a decrease in the Offer Price or (iv) mutual written consent
of the Company and such Stockholder.
The foregoing description of the Support Agreements does not purport to be complete and is qualified in its entirety
by reference to the Form of Support Agreement, which is furnished as Exhibit 99.4 hereto and is incorporated herein by reference.
Important
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, the Company and Merger Subsidiary intend to file with 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. The Company, Merger Subsidiary, 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 the Companys other public filings with the SEC, may be obtained without charge at the SECs website at www.sec.gov and at the Companys website at www.luminexcorp.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release, including statements regarding the proposed transaction between the Company and Nanosphere, the Companys and
Nanosphere financial results and estimates and/or business prospects, the combined companys 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 companys 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,
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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 the Companys current expectations, estimates, forecasts and projections about the proposed transaction and the operating environment, economies and
markets in which the Company 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 the Companys 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, the
Company and Nanosphere have made assumptions with respect to the ability of the Company and Nanosphere to achieve expected synergies and the timing of same, the ability of the Company and Nanosphere to predict and adapt to changing customer
requirements, preferences and spending patterns, the ability of the Company 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 the Company being similar to historical results, expectations related
to future general economic and market conditions and other matters. The Companys 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. The Companys beliefs and assumptions may prove to be inaccurate and consequently the Companys 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 the Companys resources, systems, procedures and controls, disruption of its ongoing business and diversion of managements 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 the Company 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 the Company, including (a) the future performance, financial and
otherwise, of the Company, (b) the ability of the Company to bring new products to market and to increase sales, (c) the strength of the Companys product development pipeline, (d) the Companys growth and profitability
prospects, (e) the estimated size and growth prospects of the clinical diagnostic and life science industries, (f) the Companys competitive position in the clinical diagnostic and life
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science industries and its ability to take advantage of future opportunities in this market, (g) the benefits of the Companys products to be realized by customers, and (h) the
demand for the Companys products and the extent of deployment of the Companys 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 the Company 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 the Companys customers, (f) the competition the Company faces in its
industry and/or marketplace, (g) the possibility of technical, logistical or planning issues in connection with the deployment of the Companys products or services, (h) the continuous commitment of the Companys customers,
(i) demand for the Companys products, and (j) the additional risks discussed under the heading Risk Factors in the Companys 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 the Company as of the date of this press release, and unless otherwise required by applicable securities laws, the Company expressly disclaims any intent, obligation or
undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in the Companys expectations with regard thereto or any change in events, conditions or circumstances on which any such statements
are based.
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