AUSTIN, Texas, Oct. 18, 2018 /PRNewswire/ -- Luminex Corporation
(NASDAQ: LMNX) today announced that the company has signed a
definitive agreement to acquire MilliporeSigma's flow cytometry
portfolio for $75 million, consisting
of approximately $69.9 million to be
paid under a Stock and Asset Purchase Agreement and approximately
$5.1 million in committed inventory
purchases. The deal is expected to close by the end of 2018, and to
contribute $40 million to
$50 million in revenue to the company
in 2019.
The acquisition expands Luminex's existing offering of
flow-based detection systems, which is centered around its
innovative xMAP® multiplexing technology, with more than
15,000 xMAP systems sold worldwide. xMAP Technology combines
advanced fluidics, optics, and digital signal processing with
proprietary microsphere technology to deliver industry-leading,
multiplexed assay capabilities.
MilliporeSigma's flow cytometry portfolio includes
Amnis®, the market-leading family of imaging flow
cytometry products for cell-based analysis, as well as their
Guava® portfolio of products, which are economical,
high-performance systems based on microcapillary technologies.
"As innovators in flow-based technologies, we are excited to
acquire the flow cytometry assets of our existing long-term partner
MilliporeSigma, thereby expanding our portfolio of detection
systems to address researchers interested in cellular analysis,"
said Homi Shamir, President and
Chief Executive Officer of Luminex. "We look forward to welcoming
the talented MilliporeSigma team to the Luminex family."
"This strategic agreement – our first acquisition in the
research space – allows us to expand our footprint into the
multi-billion dollar flow cytometry market. We expect this deal to
provide the opportunity for meaningful growth," Shamir added.
"Together with our next generation xMAP system in development, we
will be well-positioned with a unique portfolio and strong pipeline
to address a wide range of research needs for our current and
future customers."
"This is an exciting opportunity for both of our organizations
and I would like to extend my sincerest thanks to our committed
colleagues," said Udit Batra, CEO,
MilliporeSigma. "Luminex is a long and trusted partner who has
provided a wide range of solutions for clinical diagnostics,
pharmaceutical drug discovery and biomedical research. Luminex
shares our conviction to solve the toughest problems in life
science. This will be a great new home for the team to build on
their expertise and introduce more solutions to a broader base. At
the same time, our existing customers will get access to Luminex's
respected product portfolio."
Cantor Fitzgerald & Co. acted as financial advisor to
Luminex, and Smith, Gambrell & Russell, LLP acted as legal
counsel to Luminex for this transaction.
Conference Call
Management will hold a conference call to discuss the definitive
agreement to acquire MilliporeSigma's flow cytometry portfolio at
7:30 a.m. CDT / 8:30 a.m. EDT, Thursday,
October 18, 2018.
The conference call will be webcast live and may be accessed at
Luminex Corporation's website at http://www.luminexcorp.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 will be archived
for six months on the website using the 'replay' link.
About Luminex Corporation
At Luminex, our mission is to empower labs to obtain reliable,
timely, and actionable answers, ultimately advancing health. We
offer a wide range of solutions applicable in diverse markets
including clinical diagnostics, pharmaceutical drug discovery,
biomedical research, genomic and proteomic research, biodefense
research, and food safety. We accelerate reliable answers while
simplifying complexity and deliver certainty with a seamless
experience. To learn more about Luminex, please visit us at
www.luminexcorp.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release, including statements
regarding the proposed transaction between Luminex and EMD
Millipore, business prospects, plans, objectives, expectations, and
intentions of the combined business, and the expected size, scope
and growth of the combined company's operations and the markets in
which it will operate, 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 EMD
Millipore 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 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 has made
assumptions with respect to our ability to: integrate the acquired
assets, predict and adapt to changing customer requirements,
preferences and spending patterns, protect its 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
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:
- 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 the
flow-cytometry business of EMD Millipore 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 EMD
Millipore 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;
- 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
- 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.
Contacts:
Luminex Investor Contact
Harriss Currie, 512.219.8020
Sr. Vice President of Finance and CFO
hcurrie@luminexcorp.com
Luminex Media Contact
Christine Valle, 512.219.8020
Sr. Manager, Global Marketing Communications
cvalle@luminexcorp.com
MilliporeSigma Media Contact
Karen Tiano, 978.495.0093
Karen.tiano@emdmillipore.com
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SOURCE Luminex Corporation