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Luminex Agrees To Buy Nanosphere For $58 Million


Luminex Corporation (NASDAQ: LMNX) and Nanosphere, Inc. (NASDAQ: NSPH) have signed a definitive agreement. Accordingly, the former will acquire the latter, a leader in the molecular microbiology and molecular diagnostic market, for $1.35 per share in an all cash transaction. The deal is worth about $58 million, which would be funded from its cash on hand. The offer price carried a premium of 73 percent compared to the Friday's closing price. The companies indicated that the transaction could close in the second quarter.

As per the terms of the agreement, Luminex's payment included outstanding common stock, preferred stock, and options and warrants of Nanosphere. Luminex would also pay or cause Nanosphere to pay off about $25 million in Nanosphere indebtedness outstanding as of March 31.

For the year 2015, Nanosphere generated about $21 million in revenue and $6.6 million for the first quarter. At the end of the first quarter, the company's restricted and unrestricted cash was approximately $18.4 million. Based on the assumption that the transaction would close on or before July 1, Luminex expects the Nanosphere acquisition to add $13 - $16 million to its consolidated revenue for the current year.

Luminex's President and CEO, Homi Shamir, commented, "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."

Similarly, Nanosphere President and CEO, Michael McGarrity, said, "Luminex will recognize significant strategic benefit moving forward as our customer base and leverage in our expanding menu contribute to accelerated revenue growth. The resources and reputation for excellence that Luminex carries in the market will greatly benefit our customers and employees."

The two companies indicated their Boards have unanimously approved the merger, which is expected to immediately accelerate total revenue growth. Luminex said that the tender offer to buy all the shares would commence within fifteen days.


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