Takara Bio will acquire WaferGen Bio-systems for up to $50 million, the companies said today, under a merger agreement creating a combined company with a larger presence in genomics research.

The deal will couple WaferGen’s ICELL8™ Single-Cell System, introduced late last year, with Takara Bio’s single-cell reagents in a combination the companies said would provide best-in-class solutions for single-cell researchers worldwide.

The combined company also plans to couple WaferGen’s Smart Chip PCR™ and Apollo 324™ platforms with Takara Bio’s global reagent product mix.

Takara Bio said the WaferGen acquisition will allow it to augment and expand its worldwide commercial offerings in transcriptomics and create new market opportunities in other areas of genomics.

“The combination of [Takara Bio]’s RNA-seq and T cell receptor (TCR) profiling technologies with WaferGen's ICELL8 platform for isolation and processing of single cells will significantly expand our offering in the fast-growing single-cell and immuno-sequencing markets, and give customers greater access to these products through our global and commercial reach,” Carol Lou, President of Takara Bio USA, said in a statement.

“WaferGen's technologies are highly complementary to our reagent portfolio, and the combination presents new opportunities for us in genetic analysis including clinical and applied markets,” Lou added.

Through subsidiary Takara Bio USA Holdings, Takara Bio will acquire WaferGen for a purchase price of 1 to 3.5 times WaferGen's full-year 2016 revenue, up to $50 million. The higher the revenue, the greater the multiple—up to 3.5 if WaferGen revenues exceed $9.0 million this year.

Takara Bio plans to use the purchase price toward buying all outstanding securities of WaferGen, including options and warrants and other securities as well as outstanding shares, the companies said.

The acquisition is expected to close in February or March of 2017 following completion of WaferGen's audited financial statements, subject to conditions that include approval by WaferGen's stockholders, continuous maintenance by WaferGen of its Nasdaq listing, and completion of WaferGen's 2016 audit.

“I'm confident that through this merger we will cement a leadership position in the genomics research market and our combined solutions will accelerate breakthrough scientific and medical discoveries worldwide,” added WaferGen President and CEO Rollie Carlson.

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