Luminex Corp, Austin, Texas, has signed a definitive agreement to acquire Nanosphere, Northbrook, Ill, for approximately $77 million.
Adding a growing revenue stream and new platforms for growth, Luminex seeks to leverage Nanosphere’s Verigene platform, broad menu, and strong presence in the molecular microbiology market. According to the companies, Nanosphere’s Verigene technology leads in the high-growth bloodstream infection segment and complements Luminex’s current infectious disease portfolio.
Following the acquisition, Luminex will be able to offer customers automated molecular platforms for both syndromic and targeted molecular diagnostic testing.
Nanosphere has forecast 2016 revenue of between $28 million and $30 million; its total revenue for 2015 was $21 million. The transaction is expected to be accretive to Luminex’s adjusted earnings by the end of 2017.
Homi Shamir, Luminex.
“The acquisition of Nanosphere will significantly enhance Luminex’s growth trajectory by expanding our product portfolio, delivering access to new markets, and strengthening our pipeline of future products to make us the partner of choice for all molecular labs,” says Homi Shamir, president and CEO of Luminex. “The deal demonstrates prudent execution of our fourth strategic growth pillar—leveraging our financial strength to accelerate growth in our target markets.”
Michael McGarrity, Nanosphere.
“Luminex will recognize significant strategic benefit moving forward as our customer base and leverage in our expanding menu contribute to accelerated revenue growth,” says Michael McGarrity, president and CEO of Nanosphere. “The resources and reputation for excellence that Luminex carries in the market will greatly benefit our customers and employees.”
Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, a newly formed, wholly owned subsidiary of Luminex will commence a tender offer for all outstanding shares of Nanosphere for $1.70 per share in cash. Luminex will fund the acquisition with cash on hand. Under the agreement, the tender offer will be followed by a merger to acquire any untendered shares. The tender offer is subject to the tender of a majority of Nanosphere’s common shares and certain other customary closing conditions.
It is expected that the transaction will close in the second quarter of Luminex’s fiscal 2016.
Perella Weinberg Partners is acting as exclusive financial advisor to Luminex, and Smith, Gambrell & Russell LLP is serving as its outside counsel. Jefferies LLC is acting as exclusive financial advisor to Nanosphere, and Seyfarth Shaw LLP is serving as its outside counsel.
For more information, visit Luminex or Nanosphere.
