Business & Finance
WaferGen Bio-systems and Takara Bio enter into agreement to merge
13 May 2016 -

Genomics technology company WaferGen Bio-systems Inc (NASDAQ: WGBS) and Takara Bio USA Holdings In (TBUSH) announced on Friday that the companies have signed a merger agreement for TBUSH to acquire WaferGen.

TBUSH is a wholly owned subsidiary of Takara Bio Inc (TSE: 4974), a biotechnology and life science company. Takara Bio USA, Inc (TBUSA), formerly known as Clontech Laboratories Inc) is a wholly owned subsidiary of TBUSH and is a guarantor under the merger agreement.

According to 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 USD50.0m.

This 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. It will be subject to the potential adjustments that include the multiple ranging between 1.0 times up to 3.5 times WaferGen's full year 2016 revenue and revenues exceed USD9.0m the multiple will be 3.5.

The aggregate purchase price will be used to pay for all outstanding securities of WaferGen, including options and warrants and other securities as well as outstanding shares.

According to the companies, this merger will add ICELL8 Single-Cell System, Smart Chip PCR and Apollo 324 platforms to TBUSA's global reagent product mix. it will also couple WaferGen's high throughput ICELL8 Single-Cell System, introduced in Q4 2015, with TBUSA's single-cell reagents, reportedly proving best in class solutions for single-cell researchers worldwide. Access of WaferGen technology platforms will also be expanded to the global genomics market.

In addition, the WaferGen acquisition will enable Takara Bio to augment and expand its commercial offerings in transcriptomics, as well as create new market opportunities in other areas of genomics. The company's life science products and services brands include Takara, Clontechand Cellartis, which help advance the work of discovery, translational and clinical scientists.

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