On July 11, 2012, Luminex Corporation, a Delaware corporation (“Luminex”), completed its acquisition of GenturaDx, Inc., a British Virgin Islands corporation with operations in Hayward, California (“GenturaDx”), pursuant to the terms of an Agreement and Plan of Merger, dated July 9, 2012, by and among Luminex, Grouper Merger Sub, Inc., a British Virgin Islands corporation and a wholly-owned subsidiary of Luminex (“Merger Sub”), GenturaDx, and a representative of the stockholders and lenders of GenturaDx (the “Agreement”). Pursuant to the terms of the Agreement, Merger Sub merged with and into GenturaDx and GenturaDx continued as the surviving corporation as a wholly-owned subsidiary of Luminex (the “Merger”).
Under the terms of the Agreement, Luminex acquired all of the outstanding capital stock of GenturaDx in exchange for approximately $50 million cash consideration, subject to working capital adjustments, plus (i) $3 million in consideration contingent upon achieving certain future development and regulatory milestones by December 31, 2013, (ii) up to $7 million in consideration contingent upon achieving certain future development and regulatory milestones by June 30, 2014 and (iii) additional consideration contingent upon acquired products exceeding certain revenue thresholds in each of 2013, 2014 and 2015. An amount of $8 million of the upfront consideration was deposited in escrow as security for potential indemnity claims and certain other expressly enumerated matters and $100,000 was deposited in escrow to satisfy, in part, any post-closing adjustments relating to GenturaDx’s working capital balance at closing. Addtionally, up to 30% of the milestone payments are subject to certain set-off rights of Luminex for indemnification claims under the Agreement. The remainder of the upfront consideration was used to repay GenturaDx’s indebtedness and other expenses. Luminex’s acquisition of GenturaDx was funded by the use of cash on hand.
GenturaDx made customary representations and warranties and certain of GenturaDx’s lenders have agreed to related indemnification obligations in the Agreement, which generally expire 18 months after the closing and up to 36 months in certain cases as further described in the Agreement.
On July 9, 2012, Luminex issued a press release announcing the execution of the Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
The foregoing description of the Merger and the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 2.1 and incorporated herein by reference.
Luminex will file with the Securities and Exchange Commission (the “SEC”) the financial statements and pro forma financial information required to be filed as a result of the acquisition of GenturaDx pursuant to Rule 3-05 of Regulation S-X and Article II of Regulation S-X under the Securities Act of 1933, as amended, within 71 days of the date on which this Current Report on Form 8-K was required to be filed with the SEC.
Item 2.01. Completion of Acquisition or Disposition of Assets.
See Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
