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BGS Acquisition Buys Genotyping Firm TransnetYX

NEW YORK (GenomeWeb News) – BGS Acquisition today announced it is purchasing genotyping firm TransnetYX Holding Corp. in a cash and stock deal.

BGS is buying TransnetYX as part of an amended and restated merger agreement with diversified holding company Black Diamond Holdings. The two firms had announced in June an agreement to complete a business combination. The deal included TransnetYX, in which Black Diamond has a majority stake.

Upon further review of TransnetYX and in light of the complexities of a larger Black Diamond purchase, BGS and Black Diamond chose to focus exclusively on a deal only for TransnetYX, BGS said.

Based in Cordova, Tenn., Transnet has two wholly owned subsidiaries. TransnetYX Inc. uses an automated genotyping platform to serve the $400 million mouse genotyping market. Its other subsidiary, HarmonYX, "processes samples for pharmacogenomic purposes with a focus on genetic application rather than discovery," TransnetYX said.

BGS is a blank check company based in New York but incorporated as a British Virgin Islands firm. Blank check companies are development stage businesses with no specific business plans or purposes, or have business models based on acquiring or merging with other business entities.

Under the terms of the deal, BGS will relocate to Delaware. TransnetYX shareholders will receive 8 million shares of BGS common stock, of which 2 million will be subject to a multiyear lock-up agreement with Black Diamond. Depending on the amount of cash remaining in BGS upon the closing of the deal, TransnetYX shareholders also would receive up to $15 million in cash, part of which may be satisfied with shares of BGS' common stock.

Additionally, TransnetYX shareholders are entitled to receive an earn-out payable in up to 8 million shares of BGS common stock, upon certain milestones being achieved in 2015.