SALUGGIA, Italy, April 11, 2021 /PRNewswire/ -- DiaSorin
S.p.A. ("DiaSorin"; FTSE MIB: DIA) today announced that its
Board of Directors has unanimously approved and signed a definitive
merger agreement for DiaSorin to acquire Luminex Corporation
("Luminex"; NASDAQ: LMNX) for a price of USD 37.00 per share in an all-cash transaction.
This corresponds to a total equity value of approximately
USD 1.8 billion on a fully diluted
basis and an enterprise value of approximately USD 1.8 billion.
The cash consideration represents a c.23.1% premium to Luminex
shareholders based on the unaffected closing stock price of Luminex
on 24 February 2021 (the date prior
to press rumors regarding a potential sale of the company) and
a c.30.6% and c.47.5% premium, based on, respectively, the 30-day
and 90-day volume-weighted average closing stock price before
24 February 2021.
Luminex develops, manufactures and sells proprietary biological
testing technologies and products with leading applications
throughout the Diagnostics and Life Science industries. Luminex is
a leader in multiplexing technology, one of the fastest growing
markets in the molecular space, with more than 900 active clients.
With its first-class technology and extensive Life Science
solutions supporting clinical and pharmaceutical research and
development, Luminex is highly complementary to DiaSorin's growing
diagnostics segment.
The acquisition will broaden DiaSorin's positioning in the
molecular diagnostics space and strengthen its existing value
proposition in line with its strategic priorities. Through the
acquisition, DiaSorin will gain access to Luminex's molecular
diagnostics multiplexing technology and a portfolio that will
strengthen its existing offering while expanding its presence in
the U.S. The acquisition will also provide access to Luminex's
applications throughout the Life Science industry, supporting
access to academic and scientific research to shape market
intelligence on future market trends, engaging with biopharma
companies to drive opportunities for long-term partnerships (e.g.
vaccine development, biological drugs) and access to clinical
multiplexing assays for future Value Based Care projects based on
diagnostic algorithms, as defined at the 2019 DiaSorin Investor
Day.
Following the acquisition, the combined entity will have
combined 2020 revenues(2) of approximately € 1.25
billion, adjusted EBITDA(3) of approximately € 472
million, and positive Net Financial Position(4) of
approximately € 335 million.
"We are really excited about this transaction, which we
believe creates value for our shareholders and represents an
outstanding opportunity for our future growth, positioning DiaSorin
and Luminex as a unique combination of diagnostic specialists,"
said Carlo Rosa, CEO of DiaSorin
Group. "Luminex perfectly fits with our strategy to grow our
positioning in the molecular diagnostics space, to broaden our
presence in the U.S., and to create additional value through Life
Science offerings. Together, DiaSorin and Luminex will provide a
unique offer to laboratories, researchers, clinicians and patients
worldwide, matching our extensive solutions in immunodiagnostics
and molecular diagnostics with Luminex's outstanding expertise in
multiplexing technology and recognized leadership in life science
applications. We look forward to having DiaSorin and Luminex
employees working together for an exciting new journey."
"With the merger into DiaSorin, we believe we can expand the
value our customers receive through an expanded global product and
service portfolio. The proposed transaction underscores the
respected position Luminex has built in the marketplace and rewards
our shareholders with attractive value for their shares," said
Nachum "Homi" Shamir, Chairman, President and CEO of Luminex.
"The combined company should provide new opportunities for our
employees within a larger company that is poised to become a strong
leader in the molecular diagnostics and life sciences space, and I
want to thank all of our employees, customers, and partners for
their contributions over our 25+ year history."
RATIONALE FOR THE ACQUISITION AND STRATEGIC BENEFITS OF THE
TRANSACTION
- Provides access to leading multiplexing technology and
molecular testing solutions to be used in unique testing
panels: Luminex's top-notch, flexible and leading multiplexing
technology will strengthen DiaSorin's offering in the molecular
diagnostics space. DiaSorin will access a unique and extensive menu
of solutions in Infectious Diseases, Respiratory Infections,
Vector-Borne, Hospital Acquired Infections, Gastroenterology
Infections, Genetics, and Women's health.
- Sets the ground for new partnerships and business
development opportunities through Life Science offerings:
Access to academic and scientific research will allow DiaSorin to
shape market intelligence based on future market trends, engaging
with Biopharma companies to drive opportunities for long-term
partnerships (e.g. vaccine, biological drugs) and creating new
future Value Based Care opportunities based on diagnostic
algorithms, as defined at the 2019 DiaSorin Investor Day.
- Broadens DiaSorin's presence in the U.S.: Luminex's
strong positioning in the U.S. will allow DiaSorin to offer an
enhanced and more diverse product mix in the biggest diagnostics
market in the world and the most rewarding for innovation.
- Accelerates Luminex technology and solutions' penetration
outside the U.S. through DiaSorin's extensive commercial and
geographical reach: Luminex will leverage DiaSorin's leadership
position, generating additional and sustainable long-term
growth.
- Creates significant value to shareholders: Immediately
accretive to DiaSorin earnings per share(1) post
closing, attractive return on invested capital profile and
significant cost synergies generate value to current and future
shareholders.
TRANSACTION CONSIDERATIONS
Under the terms of the agreement, Luminex will be merged with a
newly formed U.S. subsidiary of DiaSorin, with Luminex shareholders
receiving USD 37.00 in cash for each
of their Luminex shares.
The transaction is expected to close within the third quarter of
2021 and is subject to Luminex shareholder approval and to other
customary closing conditions, including the satisfaction of
antitrust and CFIUS regulatory requirements.
The transaction will be funded through a mix of cash and
external financing. Specifically, DiaSorin signed today a Senior
Facilities Agreement with a syndicate of banks (consisting of BNP
Paribas, Citi, Mediobanca and UniCredit) providing for a term loan
of USD 1.1 billion due on 2026 and a
bridge loan of USD 500 million due
within 12 months, with extension options (exercisable at DiaSorin's
discretion) for an additional 12 months. With regard to the
bridge facility, DiaSorin will evaluate different take-out
alternatives.
Combined entity leverage(5) of the transaction is
estimated to be approximately 2.5x and is expected to quickly
decrease driven by cash generation of the combined entity.
The transaction will be immediately accretive to DiaSorin's
earnings per share(1) following closing of the
transaction and will generate an attractive return on invested
capital profile. The combination is also anticipated to result in
cost synergies of approximately USD 55
million within 3 years after closing.
ADVISORS
Morgan Stanley & Co. International PLC acted as lead
financial advisor to DiaSorin and Cravath Swaine & Moore LLP
and Pedersoli Studio Legale acted as legal advisors. Perella
Weinberg Partners acted as financial advisor to Luminex Corporation
and DLA Piper LLP (US) acted as legal advisor. Mediobanca -
Banca di Credito Finanziario S.p.A. provided a fairness
opinion to the Board of Directors of DiaSorin.
Citigroup Global Markets Europe AG acted as financial advisor to
DiaSorin. Citibank., N.A., London
Branch also acted as a Bookrunner and Mandated Lead Arranger for
the USD 1.6 billion fully committed
Senior Facilities Agreement ("SFA"). BNP Paribas, Italian Branch,
Mediobanca - Banca di Credito Finanziario S.p.A. and UniCredit
S.p.A. are also Bookrunners and Mandated Lead Arrangers under the
SFA; Mediobanca - Banca di Credito Finanziario S.p.A. is Agent for
the SFA. In connection with the SFA, Cravath Swaine & Moore
LLP, Pedersoli Studio Legale and Slaughter and May have acted as
legal advisors to DiaSorin and Clifford
Chance acted as legal advisor to the lenders.
CONFERENCE CALL
Presentation slides are available at the following link
https://diasoringroup.com/en/investors/financial-corner/presentations and
on the centralized storage of regulated information denominated
eMarket STORAGE, available at the website
www.emarketstorage.com.
A replay and the transcript of the call will be available after
the conference call in that section of DiaSorin's website.
NEW DIASORIN'S INVESTOR DAY
Save the date: DiaSorin will host a new Investor Day by the end
of September 2021.
ABOUT DIASORIN
Headquartered in Italy and listed at the Italian Stock Exchange
in the FTSE MIB Index, DiaSorin is a global leader in the In Vitro
Diagnostic (IVD) field, with 26 companies, 4 branches, 5
manufacturing facilities and 5 research and development
centers.
For over 50 years, DiaSorin has been developing, producing and
marketing reagent kits used by diagnostic laboratories worldwide.
The extensive diagnostic testing offer, made available through
continuous investments in research, positions DiaSorin as the
player with the broadest range of specialty tests available within
the diagnostic market, and identifies the Group as the "Diagnostic
Specialist".
More info at www.diasoringroup.com
For additional
information, please contact:
|
|
INVESTOR RELATIONS
CONTACTS
|
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Riccardo
Fava
|
Emanuela
Salvini
|
Corporate Vice
President Communication & Investor Relations
|
Investor
Relator
|
Tel: +39
0161.487988
|
Tel: +39
0161.487567
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riccardo.fava@diasorin.it
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emanuela.salvini@diasorin.it
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U.S. Media
Contacts
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Mary K.
Conway
|
Tel: +1
516.606.6545
|
MConway@MKCStrategies.com
|
Forward-Looking Statement
This communication contains forward-looking statements,
including within the meaning of Section 27A of the U.S. Securities
Act of 1933 and Section 21E of the U.S. Securities Exchange Act of
1934. We intend the forward-looking statements contained in this
communication to be covered by the safe harbor provisions of such
Acts. All statements other than statements of historical fact
in this communication are "forward-looking statements" for purposes
of such Acts. In particular, these forward-looking statements
include statements regarding future financial performance and the
expectations of DiaSorin and Luminex (the "Parties") as to, among
other things, the achievement of certain targeted metrics at any
future date or for any future period are forward-looking
statements. These statements may include terms such as "may",
"will", "expect", "could", "should", "intend", "estimate",
"anticipate", "believe", "remain", "on track", "design", "target",
"objective", "goal", "forecast", "projection", "outlook",
"prospects", "plan", or similar terms. Forward-looking statements
are not guarantees of future performance. Rather, they are based on
the Parties' current state of knowledge, future expectations and
projections about future events and are by their nature, subject to
inherent risks and uncertainties. They relate to events and depend
on circumstances that may or may not occur or exist in the future
and, as such, undue reliance should not be placed on them.
Actual results may differ materially from those expressed in
forward-looking statements as a result of a variety of factors,
including: the impact of the COVID-19 pandemic, the ability of
DiaSorin and Luminex and/or the combined entity resulting from the
proposed transaction (together with the Parties, the "Companies")
to create and launch new products successfully; changes in the
global financial markets, general economic environment and changes
in demand for diagnostic/healthcare/life sciences products, which
is subject to cyclicality; changes in local economic and political
conditions, changes in trade policy and the imposition of global
and regional tariffs or tariffs targeted to the
diagnostic/healthcare/life sciences industry, the enactment of tax
reforms or other changes in tax laws and regulations; the
Companies' ability to offer innovative, attractive products;
various types of claims, lawsuits, governmental investigations and
other contingencies, including product liability and warranty
claims, investigations and lawsuits; material operating
expenditures in relation to compliance with health and safety
regulations; the intense level of competition in the
rapidly-changing diagnostic/healthcare/life sciences industry,
which may increase due to consolidation; exposure to shortfalls in
the funding of the Parties' defined benefit pension plans; the
ability to access funding to execute the Companies' business plans
and improve their businesses, financial condition and results of
operations; the Companies' ability to realize anticipated benefits
from joint venture arrangements; disruptions arising from
political, social and economic instability; commercial risk due the
fact that the Companies operate in a market characterized by the
presence of large competitors; risk associated to the maintenance
of relationship with customers and strategic partners; risks
associated with our relationships with employees and suppliers;
increases in costs, disruptions of supply or shortages of raw
materials; developments in labor and industrial relations and
developments in applicable labor laws; exchange rate fluctuations,
interest rate changes, credit risk and other market risks;
political and civil unrest; earthquakes or other disasters;
uncertainties as to whether the proposed acquisition discussed in
this communication will be consummated or as to the timing thereof;
the risk that the announcement of the proposed acquisition may make
it more difficult for the Parties to establish or maintain
relationships with their employees, suppliers and other business
partners or governmental entities; the risk that the businesses of
the Parties will be adversely impacted during the pendency of the
proposed acquisition; risks related to the regulatory approvals
necessary for the combination; the risk that the operations of
DiaSorin and Luminex will not be integrated successfully and other
risks and uncertainties; and such other factors relating to Luminex
discussed in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, and, in
particular, the risks discussed under the caption "Item 1A. Risk
Factors", filed with the U.S. Securities Exchange Commission (the
"SEC").
Any forward-looking statements contained in this communication
speak only as of the date of this document and the Parties disclaim
any obligation to update or revise publicly forward-looking
statements. Further information concerning the Parties and their
businesses, including factors that could materially affect the
Parties' financial results, are included in DiaSorin's reports and
filings with CONSOB and Borsa Italiana and Luminex's filings and
reports with the SEC.
No responsibility. DiaSorin is in no way
responsible for the accuracy, completeness and truthfulness of the
data and information relating to Luminex, contained in and/or used
for the purposes of this communication and Luminex is in no way
responsible for the accuracy, completeness and truthfulness of the
data and information contained in and/or used for the purposes of
this communication.
No update. The information and opinions in this
communication is provided to you as of the dates indicated and
DiaSorin and Luminex do not undertake to update the information
contained in this communication and/or any opinions expressed
relating thereto after its presentation, even in the event that the
information becomes materially inaccurate, except as otherwise
required by applicable laws.
Non-IFRS and Other Performance Measures. This
communication contains certain items as part of the financial
disclosure which are not defined under IFRS. Accordingly, these
items do not have standardized meanings and may not be directly
comparable to similarly-titled items adopted by other entities.
DiaSorin management has identified a number of "Alternative
Performance Indicators" ("APIs"). These APIs (i) are derived from
historical results of DiaSorin and are not intended to be
indicative of future performance, (ii) are non-IFRS financial
measures and, although derived from the financial statements, are
unaudited and (iii) are not an alternative to financial measures
prepared in accordance with IFRS. The APIs presented herein include
adjusted EBITDA and Net Financial Position([6]). These measures are
not indicative of our historical operating results, nor are they
meant to be predictive of future results. These measures are used
by our management to monitor the underlying performance of our
business and operations. Similarly entitled non-IFRS financial
measures reported by other companies may not be calculated in an
identical manner, consequently our measures may not be consistent
with similar measures used by other companies. Therefore, investors
should not place undue reliance on this data.
Important Information For Investors And Shareholders - No
Offer To Purchase Or Sell Securities
This communication is for informational purposes only and is not
intended to and does not constitute or form a part of an offer or
invitation to exchange or sell or solicitation of an offer to
subscribe for or buy, or an invitation to exchange, purchase or
subscribe for, any securities, any part of the business or assets
described herein, or any other interests or the solicitation of any
vote or approval in any jurisdiction in connection with the
potential transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. This communication should not be
construed in any manner as a recommendation to any reader of this
communication. No offer of securities shall be made.
This communication is not a prospectus, product disclosure
statement or other offering document for the purposes of Regulation
(EU) 2017/1129 (this Regulation and amendments together with any
delegated act and implementing measures) or any other applicable
laws or regulations.
This communication does not represent an offer to the public in
Italy, pursuant to Section 1,
letter (t) of Legislative Decree no. 58 of February 24, 1998, as subsequently amended and
supplemented, nor elsewhere. The release, publication or
distribution of this communication in certain jurisdictions may be
restricted by law, and therefore persons in such jurisdictions into
which this document is released, published or distributed should
inform themselves about and observe such restrictions.
Additional Information And Where To Find It
This communication may be deemed to be solicitation material in
respect of the proposed transaction between the Parties. In
connection with the proposed transaction, Luminex plans to file
relevant materials with the SEC, including a proxy statement on
Schedule 14A. Promptly after filing its definitive proxy statement
with the SEC, Luminex will mail the definitive proxy statement to
each shareholder entitled to vote at the special meeting relating
to the transaction. INVESTORS AND SHAREHOLDERS ARE URGED TO
CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE
THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
TRANSACTION THAT LUMINEX WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION AND THE PARTIES TO THE TRANSACTION. The
definitive proxy statement, the preliminary proxy statement and
other relevant materials in connection with the transaction (when
they become available) and any other documents filed by Luminex
with the SEC may be obtained free of charge at the SEC's website
(www.sec.gov), or from Luminex by going to its investor relations
website at investor.luminexcorp.com.
DiaSorin, Luminex and their respective directors, executive
officers and certain other members of management may be deemed,
under SEC rules, to be participants in the solicitation of proxies
from Luminex's shareholders in connection with the
transaction. Information regarding the interests of such
individuals in the proposed transaction will be included in the
proxy statement relating to such transaction when it is filed with
the SEC. You may obtain information about Luminex's directors and
officers in Luminex's definitive proxy statement for its 2021
annual meeting of shareholders, which was filed with the SEC on
March 31, 2021, and in subsequent
statements of changes in beneficial ownership on file with the SEC.
These documents may be obtained free of charge from the SEC's
website (www.sec.gov).
(1) Including synergies, excluding
implementation costs, asset impairment and amortization of acquired
intangibles recognized due to
acquisition.
(2) Luminex
revenues converted at average 2020 exchange
rate.
(3) Luminex EBITDA
converted at average 2020 exchange rate and restated from US GAAP
to IFRS (DiaSorin
estimate).
(4) Luminex
Net Financial Position at December 31,
2020 converted at average 2020 exchange rate (DiaSorin
estimate), without taking into account the external financing to be
incurred to fund the
acquisition.
(5) Estimated as
combined Net Financial Position at December
31, 2020, including the incurrence of the indebtedness
necessary to fund the acquisition on combined 2020 adjusted
EBITDA.
(6) EBITDA is a non-GAAP measure used by
the Companies for measuring performance; EBITDA means the
"operating result (EBIT)" before amortization of intangibles and
depreciation of property, plant and equipment. Adjusted EBITDA
means Luminex EBITDA converted at yearly average exchange rate and
restated from US GAAP to IFRS (DiaSorin estimate).
Net
Financial Position (debt) is a non-GAAP measure used by the
Companies for measuring the financial structure. It is
calculated as the "net current financial assets" (i.e. liquid
assets + other current financial assets + current financial
liabilities) plus the "non-current financial liabilities".
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SOURCE DiaSorin