LUMINEX CORPORATION 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).
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"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of Luminex, that, as of the expiration of the tender offer, a total of 45,252,609 shares were validly tendered and not withdrawn in the tender offer, representing a total of approximately 85.6% of Nanosphere's outstanding shares (excluding shares tendered pursuant to guaranteed delivery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:
(i) 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;
(ii) 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
(iii) 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
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
