Luminex Corporation (NASDAQ: LMNX) today announced a definitive agreement to acquire privately-held, GenturaDx, a molecular diagnostics company focused on making nucleic acid testing both affordable and practical for any laboratory. GenturaDx is in late stage development of a fully integrated, highly automated, real-time PCR system that employs a single-use cassette for true sample-to-answer workflow. This new system will make rapid, high-quality molecular diagnostics accessible to hospitals and patients worldwide. The integration of Luminex's MultiCode-RTx chemistry with the GenturaDx instrument is expected to result in a market leading system for molecular diagnostic testing.
GenturaDx's patented cartridge design provides automated sample extraction, amplification and detection thereby improving testing throughput, while reducing hands on time, turnaround times and sample handling. The system's user-friendly design delivers the convenience of random access/batch format enabling customers to run a combination of available assays on up to 12 patients' samples simultaneously. The flexibility in throughput, rapid turnaround time and small footprint of the GenturaDx instrument will be unique in the industry when combined with its sample-to-answer workflow. Luminex anticipates commercial availability of a variety of assays for use with this system by early 2014.
"We are excited to have the opportunity to address the needs of a large market by expanding our instrument portfolio and integrating our MultiCode-RTx assays with this innovative platform," said Patrick J. Balthrop, president and CEO of Luminex. "This acquisition accelerates the development of integrated sample processing capabilities for our technology, and aligns with our mission to reduce healthcare costs and improve clinical outcomes by providing innovative and affordable solutions to today's clinical laboratories. The acquisition of GenturaDx builds on our strategic investments to date and positions the company to deliver ongoing growth by increasing our product portfolio, expanding our market opportunities and leveraging our leadership position."
"Our proprietary technology provides a unique and unmatched alternative to current sample automation for PCR technology," said Mark N.K. Bagnall, president and CEO of GenturaDx. "I am confident that Luminex will recognize significant strategic and economic benefit from this acquisition and am pleased that our expertise and technology will help to fuel continued growth of an established industry leader like Luminex."
Under the terms of the agreement Luminex will purchase all outstanding shares of GenturaDx for a cash payment of $50 million, subject to working capital reconciliation and potential additional contingent consideration for achievement of future milestones and/or product revenue performance. Luminex anticipates the acquisition will add approximately $6 million in 2012 operating expenses, excluding acquisition related expenses.
Luminex expects to record charges for cash and non-cash acquisition-related costs in connection with the transaction. The full extent of these charges will not be determined under the rules of purchase accounting until valuation has been completed. In addition, transaction-related professional fees shall be expensed as incurred, as required by GAAP per ASC 805 Business Combinations.
On a GAAP basis, inclusive of purchase related costs, Luminex expects this acquisition to be dilutive in 2012. Due to the timing of this transaction, Luminex anticipates recognizing a portion of acquisition-related costs in the second quarter with the remainder of these non-recurring costs in subsequent periods.
Perella Weinberg Partners acted as exclusive financial advisor to Luminex Corporation and provided a fairness opinion to the Luminex Board of Directors. Bass Berry & Sims PLC served as outside counsel to Luminex.
UBS Investment Bank acted as exclusive financial advisor to GenturaDx and Cooley Godward Kronish served as outside counsel to GenturaDx.