FREMONT, Calif., Oct. 18, 2016 /PRNewswire/ -- WaferGen
Bio-systems, Inc. (Nasdaq: WGBS), a publicly held genomics
technology company ("WaferGen"), thanks stockholders for their
support of the merger agreement with Takara Bio USA Holdings, Inc. ("Takara Bio") and urges
stockholders who have not yet voted to vote
immediately "FOR" the proposed merger. WaferGen
encourages all stockholders to read the definitive proxy statement
that was previously mailed to you for a discussion of the proposed
merger, the merger agreement and the process that led to the
proposed merger, as well as the reasons of the WaferGen board in
deciding to sign the merger agreement and recommend the merger to
stockholders.
Leading independent advisory firms Institutional Shareholder
Services Inc. ("ISS") and Glass Lewis & Co. LLC ("Glass Lewis")
recommend stockholders of WaferGen vote in favor of the
merger. ISS summarized its recommendation to support as
follows: "…support FOR this proposal is warranted given the robust
sales process, the significant additional funding required by the
company to continue its operations, and the opportunity for
stockholders to participate in any upside in the company's
performance in FY2016." Additionally Glass Lewis said they
believe that WaferGen's board has taken reasonable steps prior to
entering into the proposed transaction which they have determined
is in the best interest of stockholders.
The board of directors of WaferGen unanimously recommends that
stockholders vote "FOR" the proposal to adopt the merger agreement
with Takara Bio and the other proposals set forth in the
definitively proxy statement. Your vote is extremely
important and your shares cannot be voted unless you give your
specific instructions.
CASH CONSIDERATION TO STOCKHOLDERS
- Through the merger WaferGen stockholders are expected to
receive cash consideration. As described in the proxy
statement, the consideration to be paid by Takara Bio will be
determined primarily by a formula based on WaferGen's consolidated
revenues for the year ending December 31,
2016 and on certain specified deductions. Accordingly,
stockholders should be aware that WaferGen expects consolidated
2016 revenues will be between $10 million
and $12 million. The proxy statement provides
illustrative calculations based on, among other things, a
$9.0 million 2016 revenue level and
illustrative deductions of $7.61
million and $4.20 million
showing per share consideration of $1.0000 and $1.1409.
- Merger consideration per share of $1.0000 and $1.1409
would represent a premium of 82% and 107%, respectively, over
WaferGen's closing stock price of $0.55 on May 12,
2016, the last day of trading before the announcement of the
merger.
- WaferGen's future as a standalone entity if the merger
agreement fails is uncertain. WaferGen's revenues have been
insufficient to support the development and commercialization of
its products to date. WaferGen expects to continue to
generate losses in the near-term. Further, based on
discussions with potential sources of financing the prospects for
obtaining additional needed financing on favorable terms are
doubtful. Given WaferGen's need for additional funding, the
WaferGen board believes the cash consideration payable in the
merger is highly preferable to alternatives that would likely be
significantly dilutive to stockholders.
- WaferGen's independent third party financial advisor, Torreya
Partners, has opined that the merger consideration is fair to
stockholders from a financial point of view.
- Upon the advice of its independent third party advisors and
through arm's length negotiations, the WaferGen board has concluded
that the price to be paid by Takara Bio was at or very close to the
highest price per share that Takara Bio, the only party to make a
viable bid, was willing to pay for WaferGen.
THE TAKARA BIO MERGER IS THE ONLY VIABLE SALE OPTION
Despite speculation to the contrary, no other transaction or
better offer has been presented to WaferGen and remains
outstanding. In fact, as described in the proxy statement,
over a four month period from February to May 2016, third parties expressed only limited
interest in acquiring WaferGen despite the efforts of the board of
directors and WaferGen's financial advisor during a strategic
review process. Only one party other than Takara Bio
submitted a transaction proposal; however, that proposal was
withdrawn. Only the Takara Bio offer emerged from this
process and no other offer has emerged in the five months since
this transaction became public in May
2016.
In February 2016, while not yet
determining to pursue a strategic transaction, the board approved
and authorized WaferGen's engagement of Torreya as a financial
advisor to identify, explore and evaluate strategic options for
WaferGen, including the potential acquisition of new assets or
disposition of current assets as well as a potential merger
transaction through which either WaferGen would be combined with
another company or be acquired for cash. In conjunction with its
review of strategic options, WaferGen's board of directors
considered the prospects of WaferGen continuing as a standalone
entity, which included consideration of WaferGen's financing
requirements and potential options to satisfy those
requirements.
During February 2016, the
strategic committee and Torreya had several discussions about
companies that could be interested in a transaction to acquire
WaferGen. During these discussions, the parties considered numerous
types of potential strategic partners and a master list of target
companies was prepared. From February through April 2016, Torreya engaged with a wide variety
of possible strategic partners and acquirers, contacting a total of
49 companies in the process. A total of nine companies expressed
preliminary interest in considering a business combination
transaction with WaferGen. Of these, four entered into
confidentiality agreements and received a confidential presentation
and were granted access to WaferGen's online data room. Only
Takara Bio and one other party submitted proposals, and the party
other than Takara Bio subsequently withdrew its bid.
SIGNIFICANT DOWNSIDE RISK IF MERGER IS NOT COMPLETED
WaferGen believes funds available at September 30, 2016, along with expected revenue,
are sufficient to fund operations into 2017. To continue our
operations thereafter, WaferGen will require additional
funding. If the merger is approved by stockholders, WaferGen
will be able to draw funds under the deposit agreement with Takara
Bio which would be expected to be sufficient to fund the company's
operations through the closing of the merger. If the
merger is not approved by stockholders and consummated, WaferGen
will need to immediately seek to raise cash to be able to continue
its operations which would likely be significantly dilutive to
WaferGen's stockholders or feature other unfavorable terms.
Stockholders who have not yet voted are
reminded every vote will count no matter how many shares you
own. Stockholders with questions are encouraged to call
WaferGen's information agent and strategic shareholder services
advisor, Kingsdale Shareholder Services at 1-866-581-0512
or contactus@kingsdaleshareholder.com.
WaferGen's stockholders of record as of
September 15, 2016 are permitted to
vote.
Please be advised that not voting is the same
as voting against. Given that 50% +1 of the outstanding shares as
of record date are required to approve this merger, every vote
counts.
Doing nothing is the same as voting against the
merger.
Advisors
Torreya Partners acted as financial advisor
to WaferGen. GCA Savvian acted as financial advisor to Takara
Bio. Morrison & Foerster LLP acted as legal counsel to
Takara Bio while K&L Gates LLP acted as legal counsel for
WaferGen. Kingsdale Shareholder Services is acting as information
agent and strategic shareholder services advisor.
About WaferGen
WaferGen Bio-systems, Inc. is a
biotechnology company that offers innovative genomic technology
solutions for single-cell analysis and clinical research. The
ICELL8™ Single-Cell System is a first of its kind system that can
isolate thousands of single cells and processes specific cells for
analysis, including Next Generation Sequencing. The system has
demonstrated unbiased isolation of single cells from solid tumors,
brain cells, pulmonary airway cells, and multiple cell lines. The
SmartChip™ platform can be used for profiling and validating
molecular biomarkers, and can perform massively-parallel singleplex
PCR for one-step target enrichment and library preparation for
clinical NGS. The Apollo 324™ system can be used to process DNA and
RNA from clinical samples to next generation sequencing ready
libraries. These technologies offer a powerful set of tools for
biological analysis at the molecular and single-cell level in the
life sciences, pharmaceutical, and clinical laboratory
industries.
About Takara Bio USA,
Inc.
Takara Bio USA, Inc.
(formerly Clontech Laboratories, Inc.), a subsidiary of Takara Bio
Inc., develops, manufactures, and distributes a wide range of life
science reagents and kits under the Takara®, Clontech®, and
Cellartis® brands. Key products include SMART® cDNA synthesis kits
for a variety of samples and applications, including NGS;
high-performance qPCR and PCR reagents (including the Takara Ex
Taq®, Takara LA Taq®, Titanium®, and Advantage® enzymes); Cellartis
stem cells and stem cell reagents; RT enzymes and SMART library
construction kits; the innovative In-Fusion® cloning system;
Guide-it™ gene editing tools; Tet-based inducible gene expression
systems; and Living Colors® fluorescent proteins. These and other
products support applications including NGS; gene discovery,
regulation, and function studies; protein expression and
purification; RNAi, gene editing, and stem cell studies; and plant
and food research. For more information,
visit www.clontech.com. For specific information about
Clontech NGS kits, please visit www.clontech.com/NGS.
About Takara Bio Inc.
Takara Bio Inc. is an innovative
biotechnology company based in Shiga, Japan. As a world leader in biotechnology
research and development, Takara Bio was the first company to
market PCR technology in Japan and
is also the developer of the RetroNectin® reagent, which is used as
a world standard in gene therapy protocols. In addition to
providing research reagents and equipment to the life science
research market, Takara Bio has active research and product
development activities in the fields of gene and cell-based therapy
and agricultural biotechnology; and is committed to preventing
disease and improving the quality of life for all people through
the use of biotechnology. Through strategic alliances with other
industry leaders, Takara Bio aims to extend its reach around the
world. More information is available
at www.takara-bio.com.
Forward-Looking Statements
This press
release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that are
intended to be covered by the "safe harbor" created by those
sections. Forward-looking statements, which are based on
certain assumptions and describe our future plans, strategies and
expectations, can generally be identified by the use of
forward-looking terms such as "believe," "expect," "may," "will,"
"should," "could," "seek," "intend," "plan," "estimate,"
"anticipate" or other comparable terms. Forward-looking
statements in this press release may address the following subjects
among others: statements regarding the anticipated closing of the
Takara Bio merger agreement, sufficiency of our capital resources,
expected operating losses, expected revenues, expected expenses,
expected cash usage, our expectations regarding our development of
future products including single cell analysis technologies and our
expectations concerning our competitive position and business
strategy. Forward-looking statements involve inherent risks
and uncertainties which could cause actual results to differ
materially from those in the forward-looking statements, as a
result of various factors including those risks and uncertainties
described in the proxy statement for the special meeting as well as
in the Risk Factors and in Management's Discussion and Analysis of
Financial Condition and Results of Operations sections of our most
recently filed Annual Report on Form 10-K and any subsequently
filed Quarterly Reports on Form 10-Q. We urge you to consider
those risks and uncertainties in evaluating our forward-looking
statements. We caution readers not to place undue reliance
upon any such forward-looking statements, which speak only as of
the date made. Except as otherwise required by the federal
securities laws, we disclaim any obligation or undertaking to
publicly release any updates or revisions to any forward-looking
statement contained herein (or elsewhere) to reflect any change in
our expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is
based.
Additional Information and Where to Find It
WaferGen
has filed with the Securities and Exchange Commission (the "SEC") a
proxy statement (the "Proxy Statement"), as well as other relevant
documents concerning the proposed merger with Takara Bio USA.
The Proxy Statement was first sent or given to the stockholders of
WaferGen on or about September 23,
2016 and contains important information about the merger
agreement, its related transactions and other related
matters. This communication may be deemed to be solicitation
material in respect of the proposed merger with Takara Bio.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) CAREFULLY BECAUSE IT CONTAINS IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Copies of documents
filed by WaferGen with the SEC may be obtained free of charge at
the SEC's website at www.sec.gov. In addition, investors and
security holders may obtain free copies of the Proxy Statement from
WaferGen by going to WaferGen's Investors page on its corporate
website at www.wafergen.com.
Participants in the Solicitation
WaferGen and its
directors and executive officers and other persons may be deemed to
be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding WaferGen's
directors and executive officers is available in the Proxy
Statement as is other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise.
CONTACT INFORMATION:
Media:
Kingsdale Shareholder Services
Ian Robertson
Executive Vice President, Communication Strategy
888.683.6007
irobertson@kingsdaleshareholder.com
Stockholders:
Kingsdale Shareholder Services
1-866-581-0512
contactus@kingsdaleshareholder.com
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SOURCE WaferGen Bio-systems, Inc.
