NORTHBROOK, Ill., June 20, 2016 (GLOBE NEWSWIRE) -- Nanosphere, Inc. (NASDAQ:NSPH), a company enhancing medicine through targeted molecular diagnostics, today announced that it notified the NASDAQ Capital Market ("NASDAQ") of its intent to file a Form 25 with the Securities and Exchange Commission on or about June 30, 2016, following the expiration of the Tender Offer (as defined below), to initiate the voluntary delisting of the Company's common stock (the "Common Stock") from NASDAQ in anticipation of the closing of the merger of Commodore Acquisition, Inc. (“Merger Sub”), a wholly owned subsidiary of Luminex Corporation, with and into Nanosphere, on or about June 30, 2016. The official delisting of the Securities will be effective ten days after Nanosphere files the Form 25.
As previously announced, Nanosphere entered into a merger agreement dated as of May 15, 2016 and amended on May 22, 2016 and June 1, 2016 (as so amended, the "Merger Agreement"), by and among Nanosphere, Merger Sub and Luminex, pursuant to which, Merger Sub would merge with and into Nanosphere, with Nanosphere surviving as a wholly-owned subsidiary of Luminex (the “Merger”).
Pursuant to the Merger Agreement, on June 2, 2016, Merger Sub commenced a tender offer for all of Nanosphere’s outstanding shares of Common Stock at a purchase price of $1.70 net per share in cash without interest and less any applicable withholding taxes (the “Tender Offer”).
The consummation of the Tender Offer is conditioned on (i) at least a majority of the issued and outstanding shares of the Common Stock as of the merger date having been validly tendered into and not withdrawn from the Tender Offer, and (ii) other customary conditions.
The Merger Agreement provides that the Merger shall be completed, as soon as practicable (but not more than three (3) business days) following the consummation of the Tender Offer. The Tender Offer expires at 12:00 a.m. (Eastern Daylight Time) at the end of the day on June 29, 2016. It is anticipated that unless the Tender Offer is extended, that the Tender Offer and Merger will both be consummated on June 30, 2016 and that Nanosphere will file its Form 25 that same day. Accordingly, following the completion of the Tender Offer and Merger, the Common Stock will no longer be issued and outstanding and will not be listed on NASDAQ.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release, including statements regarding the proposed acquisition of Nanosphere, its financial results and estimates and/or business prospects, as well as the expected timing and benefits of the transaction, may contain words such as “expects,” “may,” “potential,” “upside,” “approximately,” “project,” “would,” “could,” “should,” “will,” “anticipates,” “believes,” “intends,” “estimates,” “targets,” “plans,” “envisions,” “seeks” and other similar language and are considered forward-looking statements or information under applicable securities laws. These statements are based on Nanosphere’s current expectations, estimates, forecasts and projections about the proposed transaction, and are subject to important risks and uncertainties that are difficult to predict and the actual outcome may be materially different. These statements reflect beliefs and assumptions that are based on Nanosphere’s perception of historical trends, current conditions and expected future developments as well as other factors management believes are appropriate in the circumstances. In making these statements, Nanosphere has made assumptions with respect to the ability of Nanosphere to predict and adapt to changing customer requirements, preferences and spending patterns, the ability of Nanosphere to protect its intellectual property, future capital expenditures, including the amount and nature thereof, trends and developments in the clinical diagnostic and life science industries, business strategy and outlook, expansion and growth of business and operations, credit risks, anticipated acquisitions, future results being similar to historical results, expectations related to future general economic and market conditions and other matters. Nanosphere’s beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. These beliefs and assumptions may prove to be inaccurate and consequently Nanosphere’s actual results could differ materially from the expectations set out herein.
Actual results or events could differ materially from those contemplated in the forward-looking statements as a result of the following:
(i) risks and uncertainties relating to the transaction, including (a) the risk that the businesses will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected, which could result in additional demands on the acquirer’s resources, systems, procedures and controls, disruption of its ongoing business and diversion of management’s attention from other business concerns, (b) the possibility that certain assumptions with respect to Nanosphere or the transaction could prove to be inaccurate, (c) failure or delay in respect of the satisfaction of the closing conditions to the transaction, (d) the potential failure to retain key employees of Nanosphere as a result of the proposed transaction or during integration of the businesses and (e) disruptions resulting from the proposed transaction, making it more difficult to maintain business relationships; and
(ii) risks and uncertainties relating to future events, conditions or circumstances, or other general risks, including (a) integration of other acquisitions and related restructuring efforts, including the quantum of restructuring charges and the timing thereof, (b) the risks associated with bringing new products to market, and (c) fluctuations in currency exchange rates. The forward looking statements contained herein represent the judgment of Nanosphere as of the date of this press release, and unless otherwise required by applicable securities laws, Nanosphere expressly disclaims any intent, obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in Nanosphere’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.
Contacts Investors: Farzana M. Moinuddin Chief Accounting Officer Nanosphere, Inc. 847-400-9000 firstname.lastname@example.org Michael Rice Founding Partner LifeSci Advisors 646-597-6979 email@example.com