AUSTIN, Texas, June 2, 2016 /PRNewswire/ -- Luminex
Corporation (NASDAQ: LMNX) announced today that its
wholly-owned subsidiary Commodore Acquisition, Inc. has commenced
its previously announced tender offer to purchase all outstanding
shares of common stock of Nanosphere, Inc. (NASDAQ: NSPH) for
$1.70 per share in cash. The tender
offer is being made pursuant to the Agreement and Plan of Merger
entered into and among Luminex, Commodore, and Nanosphere dated
May 15, 2016 as subsequently
amended.
The Offer is scheduled to expire at 12:00 Midnight Eastern Daylight time at the end of the
day on Wednesday, June 29, 2016
unless the Offer is extended or earlier terminated.
Consummation of the Offer is conditioned upon (i) there having
been validly tendered in the Offer and not withdrawn on or before
12:00 Midnight Eastern Daylight time
at the end of the day on Wednesday,
June 29, 2016 (such date, as it may be extended by Commodore
Acquisition, Inc. from time to time in accordance with the Merger
Agreement, the "Expiration Time"), that number of shares that would
represent at least a majority of shares then outstanding, but
excluding shares that are owned as of the date of commencement of
the Offer by Luminex, Commodore, Nanosphere or any direct or
indirect wholly-owned subsidiary thereof, and (ii) no Company
Material Adverse Effect (as defined in the Merger Agreement) having
occurred following the date of the Merger Agreement and (iii) the
satisfaction of other customary conditions. Shares that are
tendered pursuant to a notice of guaranteed delivery but not
actually delivered to the depositary for the tender offer, American
Stock Transfer & Trust Company, LLC, prior to the Expiration
Time of the Offer, will not be deemed to be validly tendered into
the Offer unless and until such shares underlying such notices of
guaranteed delivery are delivered. There is no financing condition
to the Offer.
As promptly as practicable following the successful completion
of the Offer, Luminex will acquire all remaining Nanosphere shares
through a merger of Commodore with and into Nanosphere.
Complete terms and conditions of the Offer are set forth in the
Offer to Purchase, Letter of Transmittal and other related
materials, which have been filed by Luminex and Commodore with the
SEC today. In addition, Nanosphere has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC relating to the tender offer that includes the unanimous
recommendation of Nanosphere's board of directors that Nanosphere
common stockholders accept the Offer and tender their shares of
Nanosphere common stock in the Offer.
Copies of the Offer to Purchase, Letter of Transmittal and other
related materials are available free of charge from Innisfree
M&A Incorporated, the Information Agent for the Offer.
Nanosphere stockholders who have questions regarding the tender
offer should contact the Information Agent at (212) 750-5833
(collect) if you are a bank or brokerage firm or otherwise at (888)
750-5834 (toll-free). American Stock Transfer & Trust
Company, LLC is acting as depositary for the tender offer.
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Additional Information
This press release is provided for informational purposes
only and does not constitute an offer to purchase or the
solicitation of an offer to sell any securities. Luminex
Corporation ("Luminex") and its indirect wholly-owned subsidiary,
Commodore Acquisition, Inc.("Commodore") have filed with the
Securities and Exchange Commission (the "SEC") a Tender Offer
Statement on Schedule TO containing an offer to purchase, a form of
letter of transmittal and other documents relating to the tender
offer, and Nansophere, Inc. ("Nanosphere") has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Luminex, Commodore, and Nanosphere
will mail these documents without charge to Nanosphere common
stockholders. Investors and shareholders should read those filings
carefully as they contain important information about the tender
offer. Those documents as well as Luminex's other public filings
with the SEC may be obtained without charge at the SEC's website at
www.sec.gov and at Luminex's website at www.luminexcorp.com. The
website addresses of the SEC and Luminex are included in this press
release as an inactive textual reference only. The information
contained on these websites is not incorporated by reference in
this press release and should not be considered to be a part of
this press release. The offer to purchase and related materials may
also be obtained without charge by contacting Innisfree M&A
Incorporated, the Information Agent for the Offer at (212) 750-5833
(collect) if you are a bank or brokerage firm or otherwise at (888)
750-5834 (toll-free).
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/.
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