AUSTIN, Texas and NORTHBROOK, Ill., May
23, 2016 /PRNewswire/ -- Luminex Corporation (NASDAQ:
LMNX) and Nanosphere, Inc. (NASDAQ: NSPH) announced today that
they have entered into an amendment to the definitive agreement
under which Luminex will acquire Nanosphere, a leader in the
molecular microbiology and molecular diagnostic market. The
purchase price has been increased to $1.70 per share from $1.35 per share in an all cash transaction valued
at approximately $77
million. This increase was in response to an
unsolicited third party offer for Nanosphere at $1.50 per share.
About Luminex Corporation
Luminex is committed to applying its passion for innovation
toward creating breakthrough solutions to improve health and
advance science. The company is transforming global healthcare and
life-science research through the development, manufacturing and
marketing of proprietary instruments and assays utilizing
xMAP® open-architecture multi-analyte platform,
MultiCode® real-time polymerase chain reaction (PCR),
and multiplex PCR-based technologies, that deliver cost-effective
rapid results to clinicians and researchers. Luminex's technology
is commercially available worldwide and in use in leading clinical
laboratories, as well as major pharmaceutical, diagnostic,
biotechnology and life-science companies. Luminex is meeting the
needs of customers in markets as diverse as clinical diagnostics,
pharmaceutical drug discovery, biomedical research including
genomic and proteomic research, personalized medicine, biodefense
research and food safety. For further information on Luminex
Corporation and the latest advances in multiplexing using award
winning technology, please visit http://www.luminexcorp.com/.
About Nanosphere, Inc.
Nanosphere is enhancing medicine through targeted molecular
diagnostics that result in earlier disease detection, optimal
patient treatment and improved healthcare economics. The Company's
versatile technology platform, the Verigene® System,
enables clinicians to rapidly detect the most complex, costly and
deadly infectious diseases through a low cost and simple-to-use
multiplexed diagnostic test. The combination of this innovative
technology and Nanosphere's customer-driven solutions keeps
commitment to the patient at the forefront of its business.
Nanosphere is based in Northbrook,
IL. Additional information is available at
http://www.nanosphere.us.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release, including statements
regarding the proposed transaction between Luminex and Nanosphere,
Luminex's and Nanosphere' financial results and estimates and/or
business prospects, the combined company's plans, objectives,
expectations and intentions, leadership in biological testing
technologies in the clinical diagnostic and life science industries
and the expected size, scope and growth of the combined company's
operations and the markets in which it will operate, expected
synergies, as well as the expected timing and 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 proposed transaction and the operating
environment, economies and markets in which Luminex and Nanosphere
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 and Nanosphere' 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 and Nanosphere
have made assumptions with respect to the ability of Luminex and
Nanosphere to achieve expected synergies and the timing of same,
the ability of Luminex and Nanosphere to predict and adapt to
changing customer requirements, preferences and spending patterns,
the ability of Luminex and Nanosphere to protect their 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 and
Nanosphere' 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)
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risks and
uncertainties relating to the transaction, including (a) the
risk that the businesses 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 Nanosphere or the transaction could
prove to be inaccurate, (c) failure or delay in respect of the
satisfaction of the closing conditions to the transaction,
(d) the potential failure to retain key employees of Luminex
or Nanosphere as a result of the proposed transaction or during
integration of the businesses and (e) disruptions resulting
from the proposed transaction, making it more difficult to maintain
business relationships;
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(ii)
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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)
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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 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 press release, 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.
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Contacts
Luminex Investor
Contact
Harriss Currie
Sr. Vice President of Finance and CFO
512.219.8020
hcurrie@luminexcorp.com
Matthew Scalo
Sr. Director, Investor Relations
512.219.8020
mscalo@luminexcorp.com
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SOURCE Luminex Corporation; Nanosphere, Inc.