AUSTIN, Texas, June 30, 2016 /PRNewswire/ -- Luminex
Corporation (NASDAQ: LMNX) today announced that Luminex has
completed its previously announced acquisition of Nanosphere, Inc.
(NASDAQ: NSPH).
"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were validly tendered and not withdrawn in the tender offer,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.
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/.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release,
including statements regarding the effect of the acquisition of
Nanosphere by Luminex, Luminex's 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 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 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 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
