Luminex Corporation and Tm Bioscience Corporation announced a definitive agreement for Luminex to acquire Tm Bioscience Corporation, a leader in the commercial genetic testing market.
Under the terms of the agreement, each Tm Bioscience (Tm) share will be exchanged for 0.06 shares of Luminex common stock. The per share consideration represents a 41.5 per cent premium for Tm shares based on the closing price of a share of Tm common stock and Luminex common stock on December 14, 2006, the last trading day prior to the announcement of the acquisition. Upon completion of this transaction, Tm shareholders will own approximately 9 per cent of Luminex outstanding common stock.
Completion of the transaction is subject to the approval of Tm shareholders, required regulatory and court approvals, and certain other conditions set forth in the definitive agreement. The transaction is anticipated to close in the first quarter of 2007, a Luminex release said.
Based in Toronto, Ontario, Canada, Tm is a leading DNA-based diagnostics company developing a suite of molecular diagnostic tests. Tm's products include tests for infectious diseases as well as tests for genetic mutations related to cystic fibrosis, sepsis, personalized medicine and other debilitating genetic disorders. Tm has proprietary technologies that improve the speed, accuracy, flexibility, and cost of DNA-based genetic tests. Tm's cystic fibrosis test is the first multiplexed human disease genotyping test to be cleared by the U.S. Food and Drug Administration (FDA) for diagnostic use in the U.S. For the first nine months of 2006, Tm reported revenue of C$8.6 million, a 62% increase compared with C$5.3 million for the same period a year ago.
Commenting on the announcement, Patrick J. Balthrop, president and chief executive officer of Luminex, stated, "We believe that this transaction has the potential to be a transforming event for Luminex. We are very excited about the opportunity to bring the Tm products, capabilities and resources into our company and enhance our ability to be a leader in the growing molecular diagnostics market.
"As we previously announced, Luminex has been evaluating strategic acquisition candidates to advance our growth strategy. With Tm's cGMP-capable manufacturing, proprietary molecular detection chemistries, assay development expertise and a strong menu of kits and reagents, and the complementary assets and strengths of Luminex's partner-based business model, we intend to work closely with our business partners that have relevant distribution channels or complementary products to leverage this new business to the mutual benefit of Luminex and our partners. As we continue to support our partners in Life Science research and Immunoassay/HLA, molecular diagnostics will be an important growth market for Luminex. We believe this business combination will allow us to accelerate our growth strategy and build shareholder value."
Commenting on the acquisition, Greg Hines, president and chief executive officer of Tm, stated, "After examining all of the options available to the company, we determined that the acquisition of Tm by Luminex was in the best interest of shareholders. During the six years that Luminex and Tm have worked together, we have become convinced that DNA-based diagnostics based on Tm's Universal Array and Luminex's xMAP can establish Luminex as a leader in the fast growing molecular diagnostics market. We believe that Luminex can secure the global reach and scale required to properly exploit Tm's product portfolio. The proposed transaction will enable Tm shareholders to share in the growth of the combined business."
J.P. Morgan Securities Inc. acted as exclusive financial advisor to Luminex in connection with this transaction. The investment banking firm Leerink Swann & Company (Boston, Massachusetts) acted as financial advisor to Tm in connection with the transaction and Westwind Partners (Toronto, Ontario) advised Tm with respect to financing for the transaction.
Luminex Corporation develops, manufactures and markets proprietary biological testing technologies with applications throughout the life sciences industry. The company's xMAP system is an open-architecture, multi-analyte technology platform that delivers fast, accurate and cost-effective bioassay results to markets as diverse as pharmaceutical drug discovery, clinical diagnostics and biomedical research, including the genomics and proteomics research markets.