Updated on 16 May 2016
WaferGen Bio-systems Inc, a publicly held genomics technology company, and Takara Bio USA Holdings Inc (TBUSH), have entered into a merger agreement pursuant to which TBUSH will acquire WaferGen. TBUSH is a wholly owned subsidiary of Takara Bio Inc. Takara BioUSA Inc (TBUSA, formerly known as Clontech Laboratories Inc) is a wholly-owned subsidiary of TBUSH and is a guarantor under the merger agreement.
Under the terms of the merger agreement, TBUSH will acquire WaferGen for an aggregate cash purchase price that will be based on a multiple of WaferGen's 2016 calendar revenue and capped at $50.0 million, subject to the potential adjustments described below.
The multiple will range between 1.0 times up to 3.5 times WaferGen's full year 2016 revenue. If revenues exceed $9.0 million the multiple will be 3.5. The aggregate purchase price as so determined will be used to pay for all outstanding securities of WaferGen, including options and warrants and other securities as well as outstanding shares. The merger is expected to close after completion of WaferGen's audited financial statements in February or March of 2017, subject to the conditions set forth in the merger agreement.
Commenting on the merger, Rollie Carlson, President and CEO of WaferGen, said, "I'm confident that through this merger we will cement a leadership position in the genomics research market and our combined solutions will accelerate breakthrough scientific and medical discoveries worldwide."
"The combination of TBUSA's RNA-seq and T Cell Receptor (TCR) profiling technologies with WaferGen's ICELL8 platform for isolation and processing of single cells will significantly expand our offering in the fast-growing single-cell and immuno-sequencing markets, and give customers greater access to these products through our global and commercial reach," said Carol Lou, President of TBUSA.
The WaferGen acquisition will allow Takara Bio to augment and expand its worldwide commercial offerings in transcriptomics and create new market opportunities in other areas of genomics. Torreya Partners acted as financial advisor to WaferGen. GCA Savvian acted as financial advisor to Takara Bio. Morrison & Foerster LLP acted as legal counsel to Takara Bio while K&L Gates LLP acted as legal counsel for WaferGen.