LUMINEX CORPORATION (NASDAQ:LMNX) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
Previously, on October 18, 2018, Luminex Corporation, a Delaware corporation (the “Company” announced that on October 18, 2018, the Company, through its newly formed wholly-owned acquisition subsidiary, IRIS Biotech Corp. (“Acquisition Sub”), entered into a Share and Asset Purchase Agreement (the “SAPA”) whereby Acquisition Sub would acquire 50% of the equity of Amnis Corporation, a Washington Corporation (“Amnis”), a wholly owned subsidiary of EMD Millipore Corporation, a Massachusetts corporation (itself an affiliate of Merck KgaA), and certain other assets owned by other affiliates of Merck KgaA (“MilliporeSigma”) for consideration consisting of approximately $69.9 million in cash under the SAPA at Closing and approximately $5.1 million in obligations to make certain other inventory purchases under ancillary agreements for a period of up to twelve months following closing (both of which are subject to a purchase price reconciliation shortly after closing) for total consideration of approximately $75 million.
On December 31, 2018, the Company closed the acquisition under the SAPA with certain inventory purchases under ancillary agreements to occur in 2019 as set forth above.
The assets acquired under the SAPA consist of MilliporeSigma’s imaging flow cytometry products for cell-based analysis and other products based on microcapillary technologies.
The foregoing description of the SAPA is not complete and is qualified in its entirety by reference to the SAPA, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 18, 2018 and is incorporated herein by reference.
The SAPA and the foregoing description of the SAPA have been included to provide investors and stockholders with information regarding the terms of the SAPA. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the SAPA were made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties to such agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the SAPA and discussed in the foregoing description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors and stockholders are not third-party beneficiaries under the SAPA. Accordingly, investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the SAPA, which subsequent information may or may not be fully reflected in the parties’ public disclosures.
Item 2.01. Regulation FD Disclosure.
On January 2, 2019, the Company issued a press release announcing the closing of the acquisition under the SAPA described above. A copy of the press release is furnished as Exhibit 99.1 hereto.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Report on Form 8-K and the press release furnished as an exhibit hereto, including statements regarding the transaction between Luminex and EMD Millipore, business prospects, plans, objectives, expectations, and intentions of Luminex with respect to the combined business, and the expected size, scope and growth of the combined company’s operations and the markets in which Luminex operate, as well as the 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 transaction and the operating environment, economies and markets in which Luminex and EMD Millipore 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 our ability to: integrate the acquired assets, predict and adapt to changing customer requirements, preferences and spending patterns, protect its 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:
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(i) |
risks and uncertainties relating to the transaction, including (a) the risk that the acquired businesses and assets 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 the flow-cytometry business of EMD Millipore or the transaction could prove to be inaccurate, (c) the potential failure to retain key employees of Luminex or EMD Millipore as a result of the transaction or during integration of the businesses and (e) disruptions resulting from the transaction, making it more difficult to maintain business relationships; |
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(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 |
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(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 any 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 Current Report, 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. |
Item 2.01. Financial Statements and Exhibits.
(d)Exhibits.
LUMINEX CORP Exhibit
EX-99.1 2 form8-kex991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Luminex Corporation Completes Acquisition of MilliporeSigma’s Flow Cytometry PortfolioAUSTIN,…
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About LUMINEX CORPORATION (NASDAQ:LMNX)
Luminex Corporation develops, manufactures and sells biological testing technologies with applications throughout the diagnostics, pharmaceutical and life sciences industries. The Company has a range of instruments using its xMAP technology, including its LUMINEX 100/200 systems offer 100-plex testing; the Company’s FLEXMAP 3D system is its high-throughput, 500-plex testing system, and its MAGPIX system provides 50-plex testing using imaging rather than flow cytometry. By using its xMAP technology, the end users are able to generate multiple simultaneous results per sample. The Company primarily serves the diagnostics, pharmaceutical and life sciences industries by marketing products, including its testing equipment and assays, to various types of testing laboratories. The Company’s assay products are focused on three segments of the molecular diagnostic testing market: human genetics, personalized medicine and infectious disease.