Luminex Completes Acquisition of Nanosphere
News Jul 01, 2016
Luminex have announced that they have completed their previously announced acquisition of Nanosphere, Inc. "We are pleased to announce the completion of this transaction and welcome the Nanosphere team to the Luminex family. This transaction creates an exciting opportunity to enhance our four pillars of growth strategy by providing our customers with a wider array of products, increased support and services, and greater depth in both the molecular microbiology and diagnostic markets," said Homi Shamir, president and CEO of Luminex.
"Consistent with the prior full year revenue estimate of between $28 to $30 million dollars, we expect Nanosphere to contribute between $13 million and $16 million to our consolidated revenue in 2016, and we expect its revenue to continue to grow at an annualized rate well into the double digits. We continue to enjoy strong momentum in our base business, and look forward to updating our formal 2016 revenue guidance on our second quarter earnings call."
The previously announced tender offer expired at 12:00 Midnight Eastern Daylight time, at the end of June 29, 2016 and was not extended. The depositary for the tender offer advised Commodore Acquisition, Inc., a wholly owned subsidiary of Luminex, that, as of the expiration of the tender offer, a total of 45,252,609 shares were validly tendered and not withdrawn in the tender offer, representing a total of approximately 85.6% of Nanosphere's outstanding shares (excluding shares tendered pursuant to guaranteed delivery procedures but not yet delivered).
In addition, notices of guaranteed delivery have been delivered with respect to 953,173 shares. Commodore Acquisition, Inc. accepted for payment all shares tendered in the tender offer and will pay for all such tendered shares promptly in accordance with the terms of the offer. Commodore Acquisition, Inc. subsequently completed the merger without a vote of Nanosphere's stockholders pursuant to Section 251(h) of the Delaware General Corporation Law, with Nanosphere surviving the merger as a wholly ¬owned subsidiary of Luminex.
Nanosphere shares shall cease trading on the Nasdaq Capital Market as of the close of business on June 30, 2016. In connection with the merger, all remaining Nanosphere shares (other than shares held by any Nanosphere stockholder who properly exercised appraisal rights under Section 262 of the Delaware General Corporation Law) not validly tendered into, or withdrawn from, the tender offer will be cancelled and converted into the right to receive US$1.70 per share in cash, the same consideration per share offered in the tender offer.
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.