Biosynex Completes Acquisition of Chembio Diagnostics, Inc.
April 27 2023 - 4:30PM
Biosynex SA (“Biosynex”) (EPA: ALBIO), a French market leader
specializing in the design and distribution of rapid tests, today
announced it has completed its acquisition of Chembio Diagnostics,
Inc. (“Chembio”), a leading point-of-care diagnostics company
focused on infectious diseases. Chembio is now part of Biosynex
Group. The complementary nature of the technologies and product
portfolio as well as the combination of market opportunities will
be important growth drivers for the combined company. In addition,
significant operational synergies are anticipated in procurement,
R&D logistics and production.
"The success of the Chembio acquisition marks a
major step in the history of Biosynex," remarked Larry Abensur, CEO
of Biosynex. "The integration of this structure into the Biosynex
Group gives us direct access to the American market, which we
believe is the most important in terms of turnover for the in vitro
diagnostics industry. Chembio already benefits from numerous FDA
approved products (510k, PMA and CLIA waived products). It is also
recognized in the rapid HIV test market with WHO prequalified
products that will open up new business opportunities for us
internationally. In addition, we plan to exploit the many strong
synergies between our businesses to create significant cost savings
in an integrated organization. We are excited about becoming a
global player in the rapid diagnostic test market."
Biosynex conducted a tender offer by its
wholly-owned indirect subsidiary, Project Merci Merger Sub, Inc.
(“Purchaser”) for all of the issued and outstanding shares of
common stock of Chembio. The consideration was $0.45 per share
payable in cash, subject to the terms of the merger agreement, for
a transaction value of approximately $17.2 million. The tender
offer expired at 6:00 p.m., New York City time, on April 26, 2023.
Securities Transfer Corporation, the depositary for the tender
offer, has advised Biosynex that approximately 18,874,498 shares of
Chembio common stock were validly tendered and not properly
withdrawn in the tender offer, representing approximately 50.9% of
the outstanding shares of Chembio’s common stock as of April 26,
2023. All of the conditions to the tender offer have been
satisfied, and on April 26, 2023, Purchaser, accepted for payment,
and will as promptly as practicable pay for, all shares validly
tendered and not properly withdrawn in the tender offer.
Following the acceptance of the tendered shares,
Purchaser completed the acquisition of Chembio on April 27, 2023
through the merger of Purchaser with and into Chembio in accordance
with Nevada Revised Statute 92A.133 without a vote of Chembio
stockholders. In connection with the merger, shares of Chembio that
were not tendered in the tender offer were converted into the right
to receive $0.45 per share in cash. As a result of the merger,
Chembio became a wholly-owned indirect subsidiary of Biosynex. In
connection with the completion of the transaction, Chembio’s common
stock ceased trading on Nasdaq.
White & Case LLP served as legal counsel to
Biosynex and K&L Gates LLP served as legal counsel to
Chembio.
About Biosynex
Founded in 2005 and based
in Illkirch-Graffenstaden in
Alsace, France, Biosynex is a major player in public
health with 550 employees. Biosynex designs, manufactures
and distributes Rapid Diagnostic Tests (RDTs) as well as diagnostic
equipment for healthcare professionals and the general public,
aiming to improve patient care through rapid results and ease of
use. As the leader in the RDT market
in France, Biosynex has complete control over its
value chain thanks to its technological platform, which can be
adapted to numerous applications and is suitable for different
types of users such as laboratories, hospitals, doctors and
consumers. Driven by strong values of
innovation, Biosynex has a proactive vision of tomorrow’s
medicine focused on prevention, screening, emergency diagnosis and
rapid treatment. Learn more at www.biosynex.com.
Forward Looking Statements
This press release contains forward-looking
statements regarding the acquisition of Chembio Diagnostics, Inc.
by Biosynex SA. Forward-looking statements involve inherent risks
and uncertainties and you are cautioned that a number of important
factors could cause actual results to differ materially from those
contained in any such forward-looking statement. These statements
can otherwise be identified by the use of words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “feel,”
“forecast,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” “would,” “will,” and similar
expressions intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. The forward-looking statements contained in this
press release include, but are not limited to, statements related
to Biosynex’s plans, objectives, expectations and intentions with
respect to the combined company, and the potential impact the
transaction will have on Chembio or Biosynex and other
matters related to either or both of them. The forward-looking
statements are based on assumptions regarding current plans and
estimates of management of Biosynex. Biosynex management
believes these assumptions to be reasonable, but there is no
assurance that they will prove to be accurate.
Factors that could cause actual results to
differ materially from those described in this press release
include, among others: the expected synergies and cost savings are
not achieved or achieved at a slower pace than expected;
integration problems, delays or other related costs; retention of
customers and suppliers; unanticipated changes in laws,
regulations, or other industry standards affecting the companies;
and other risks and important factors contained and identified in
Chembio’s and Biosynex’s filings with the SEC, including
Chembio’s Quarterly Reports on Form 10-Q and Annual
Reports on Form 10-K.
The foregoing list of factors is not exhaustive.
Readers are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of the date hereof.
Readers are urged to carefully review and consider the various
disclosures, including but not limited to risk factors contained in
Chembio’s Annual Reports on Form 10-K and its quarterly
reports on Form 10-Q, as well as Biosynex’s filings with
the SEC. Forward-looking statements reflect the analysis of
management of Biosynex and Chembio as of the date of this
press release. Neither Biosynex nor Chembio undertakes to
update or revise any of these statements in light of new
information or future events, except as expressly required by
applicable law.
Biosynex Contacts:Larry
AbensurPrésident-Directeur
Généralinvestisseurs@biosynex.com
Julia BridgerListing Sponsor+33 1 44 70 20
84jbridger@elcorp.com
Gilles BroqueletCommunication financière+ 33 1
80 81 50 00gbroquelet@capvalue.fr
Chembio Contact:Philip TaylorGilmartin
Group415-937-5406investor@chembio.com
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