Luminex has agreed to shell out $83 million to acquire Nanosphere, the companies said today, through a transaction that enlarges the buyer’s molecular diagnostics portfolio and expands its holdings into molecular microbiology.
Nanosphere develops proprietary diagnostic tools designed to enable rapid and accurate detection of respiratory, gastroenteric, and bloodstream infections.
Luminex said the deal will add Nanosphere’s more than 240 customers, plus a growing revenue stream and new platforms for growth—such as Nanosphere’s Verigene technology to detect bloodstream infection, which according to the buyer complements its current infectious disease portfolio.
Following the acquisition, Luminex said, it will be the only company able to offer automated molecular platforms for both syndromic and targeted molecular diagnostic testing (Verigene and ARIES).
“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,” Luminex President and CEO Homi Shamir said in a statement.
Nanosphere generated $21 million in 2015 revenue, a figure projected to increase this year to between $28 million and $30 million. Should the deal close on or before July 1 as expected, Luminex said it expects the Nanosphere acquisition will add between $13 million and $16 million to its 2016 consolidated revenue.
The deal is expected to add to Luminex's adjusted earnings by the end of 2017.
Through a newly formed, wholly owned subsidiary, Luminex will commence a tender offer for all outstanding Nanosphere shares for $58 million cash. At $1.35 per share, the tender offer will be 73% above the Friday closing price per share of 78 cents. Luminex said it intends to begin that tender offer within 15 business days.
Under the agreement—approved unanimously by the boards of both companies—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 other customary closing conditions.
In addition, Luminex has agreed to pay off approximately $25 million in Nanosphere outstanding debt as of March 31.