Transaction Terms
Under the terms of the agreement, PacBio will acquire Omniome for upfront consideration of approximately $600 million consisting of 9.4 million shares of PacBio common stock and $300 million in cash, plus an additional $200 million in cash and stock payable in connection with the achievement of certain milestones, for an overall transaction valued at approximately $800 million. The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to close later this quarter, subject to customary closing conditions and regulatory approvals.
Financing Activities
In connection with the proposed acquisition, PacBio has entered into a definitive agreement to sell approximately 11.2 million shares of PacBio common stock in a private placement transaction at a price of $26.75 per share, for aggregate gross proceeds to the Company of approximately $300 million, with commitments from a premier syndicate of life sciences investors. The private placement is being supported by key existing investors in PacBio, including Casdin Capital, SB Northstar LP, a fund managed by SB Management Limited, a 100% subsidiary of SoftBank Group Corp., and funds and accounts advised by T. Rowe Price Associates, Inc. The closing is subject to customary closing conditions, as well as the closing of the Omniome acquisition.
Advisors
Centerview Partners served as financial advisor to PacBio in connection with the acquisition. Cowen served as the exclusive placement agent to PacBio. Jefferies LLC acted as exclusive financial advisor to Omniome. Wilson Sonsini Goodrich and Rosati served as counsel for PacBio, and Cooley LLP served as counsel for Omniome.
Preliminary Second Quarter Revenue
PacBio also announced preliminary revenue of approximately $30.5 million for the second quarter of 2021, representing growth of approximately 78% compared to the second quarter of 2020 and the fifth consecutive quarter of growth. The Company’s full fiscal results for the second quarter are not yet available and may differ materially from the preliminary estimate above, which is not a comprehensive statement of the Company’s financial results and is not necessarily indicative of the results to be expected for any future period. The Company is expected to release its full financial results for the second quarter on August 3, 2021.
Webcast
Management will host a conference call and webcast today at 5:30 a.m. PT / 8:30 a.m. ET to discuss the transaction. Investors may listen to the call by dialing 1.888.366.7247, or if outside the U.S., by dialing +1.707.287.9330, using Conference ID # 4188843. The live webcast of the call and slide deck may be accessed by visiting the investors section of the company’s website at https://investor.pacificbiosciences.com/. A replay of the webcast and conference call will be available shortly after the conclusion of the call and will be archived on the company’s website. For more information, please visit www.pacb.com/omniome.
About Pacific Biosciences Pacific Biosciences of California, Inc. (NASDAQ: PACB) is empowering life scientists with highly accurate long-read sequencing. The company’s innovative instruments are based on Single Molecule, Real-Time (SMRT®) Sequencing technology, which delivers a comprehensive view of genomes, transcriptomes, and epigenomes, enabling access to the full spectrum of genetic variation in any organism. Cited in thousands of peer-reviewed publications, PacBio® sequencing systems are in use by scientists around the world to drive discovery in human biomedical research, plant and animal sciences, and microbiology. For more information, please visit www.pacb.com and follow @PacBio.