US-based medical device company Luminex has signed a definitive agreement to acquire Nanosphere, a molecular microbiology and molecular diagnostic company, for approximately $58m.
Following the acquisition, Luminex’s existing customer base will be boosted by Nanosphere’s Verigene platform, range of services and experience in the molecular microbiology market with more than 240 customers.
Luminex’s current infectious disease portfolio will benefit from Nanosphere’s Verigene technology, which is said to lead in the high-growth bloodstream infection segment.
This will authorise Luminex to market molecular platforms for both syndromic and targeted molecular diagnostic testing (Verigene and ARIES).
The transaction is also expected to bolster Luminex’s adjusted earnings as Nanosphere’s forecasted 2016 revenue of between $28-$30m will enhance the company’s stand-alone projected revenue growth.
Luminex president and CEO Homi Shamir said: "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.
"The deal demonstrates prudent execution of our fourth strategic growth pillar leveraging our financial strength to accelerate growth in our target markets."
Approved by the boards of directors of both companies, a newly formed, wholly-owned subsidiary of Luminex will declare a tender offer for all outstanding shares of Nanosphere for $1.35 per share in cash with Luminex funding the acquisition with cash on hand.
However, the tender offer is subject to the tender of a majority of Nanosphere’s common shares and certain other customary closing conditions.
Under the terms of the agreement, Luminex will pay off approximately $25m of Nanosphere’s outstanding debt.
In this acquisition, Luminex is being assisted by Perella Weinberg Partners as the exclusive financial advisor and Smith, Gambrell & Russell are serving as their outside counsel.
Jefferies is acting as exclusive financial advisor to Nanosphere and Seyfarth Shaw is serving as outside counsel to Nanosphere.
The transaction is expected to be completed at the end of Luminex’s fiscal 2016.