DiaSorin to Acquire Luminex (LMNX) for $1.8 Billion

April 12, 2021 6:17 AM EDT

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(Updated - April 12, 2021 7:14 AM EDT)

DiaSorin S.p.A. today announced that its Board of Directors has unanimously approved and signed a definitive merger agreement for DiaSorin to acquire Luminex Corporation (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.

Including synergies, excluding implementation costs, asset impairment and amortization of acquired intangibles recognized due to acquisition.

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.

(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.

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

DiaSorin will host a conference call at 2.00 p.m. CEST, 1.00 p.m. BST, 8.00 a.m. EDT, on April 12, 2021 that can be accessed by dialing +39 02 8058811 (from Italy), +44 1 212 818003 (from UK), and +1 718 7058794 (from USA). Should you have any queries regarding any of the above, please contact the helpline at +39 02 8061371.

Presentation slides will be available at least 15 minutes before the conference call 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.



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