Items 2.01. Completion of Acquisition or Disposition of Assets.
As previously announced, on May 15, 2016, Luminex Corporation, a Delaware corporation (the
Company
), Nanosphere,
Inc., a Delaware corporation (
Nanosphere
), and Commodore Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (
Purchaser
) entered into an Agreement and Plan of Merger (as
amended, the
Merger Agreement
).
In accordance with the terms of the Merger Agreement, on June 2,
2016, Purchaser commenced a cash tender offer (the
Offer
) for all of the outstanding shares of Nanospheres common stock, par value $0.01 per share (the
Shares
), for $1.70 per share (the
Offer
Price
), net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 2, 2016, as amended or supplemented from time to
time, and in the related Letter of Transmittal.
At 12:00 midnight Eastern Daylight Time, at the end of June 29, 2016, the
Offer expired as scheduled and was not extended. As of the expiration of the Offer, approximately 45,252,609 Shares (excluding 953,173 Shares tendered by notice of guaranteed delivery) had been validly tendered and not validly withdrawn pursuant to
the Offer, representing approximately 85.6% of the outstanding Shares.
The number of Shares tendered satisfied the condition to the Offer
that there be validly tendered and not validly withdrawn (excluding Shares tendered pursuant to notices of guarantee delivery for which Shares have not been delivered) a number of Shares that represents at least a majority of the total number of
Shares outstanding as of the expiration of the Offer. All conditions to the Offer having been satisfied or waived, Purchaser accepted for payment, and will promptly pay for, all Shares validly tendered into and not withdrawn from the Offer.
Following the consummation of the Offer, the remaining conditions to the Merger set forth in the Merger Agreement were
satisfied or waived, and on June 30, 2016, Luminex completed the acquisition of Nanosphere by consummating the merger of Purchaser with and into Nanosphere pursuant to the terms of the Merger Agreement (the
Merger
)
and in accordance with Section 251(h) of the Delaware General Corporation Law (the
DGCL
). At the effective time of the Merger, any Shares not purchased pursuant to the Offer (other than any Shares held as treasury stock
by Nanosphere (except for Shares in certain Nanosphere benefit plans), any Shares irrevocably accepted for purchase in the Offer and any Shares with respect to which the relevant stockholders had properly exercised their appraisal rights under the
DGCL) were automatically converted into the right to receive the Offer Price, net to the seller in cash, without interest and less any required withholding taxes.
The aggregate consideration required to acquire all outstanding Shares pursuant to the Offer and the Merger is approximately $90
million. Luminex is providing the Purchaser with the necessary funds to fund the acquisition through cash on hand, in each case, on the terms and conditions previously disclosed in the Tender Offer Statement on Schedule TO filed by Luminex and
Purchaser on June 2, 2016.
The foregoing is a general description of the Offer, the Merger and the Merger Agreement; it does
not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference.