Under the terms of the agreement, Nanogen has agreed to an offer price of $2 per Epoch share, which is a 30 percent premium over the average closing price of Epoch's shares for the 20 trading days ended Sept. 1, the companies said. Epoch shareholders will receive a number of Nanogen shares based on an exchange ratio determined by dividing the offer price by Nanogen's issue price as calculated at closing.
The directors of both companies have signed an agreement to vote in favor of the transaction, which, subject to approval by stockholders is expected to close by the end of this year.
Nanogen and Epoch have several complementary products in the molecular diagnostics field, the companies said. Specifically, Epoch's MGB Eclipse Probe System, including recently launched analyte-specific detection reagents, complement Nanogen's NanoChip molecular biology workstation. Both products are used for analyzing gene expression in vitro, detecting SNPs and mutations, and identifying infectious organisms, the companies said.
Nanogen said it intends to retain Epoch's R&D capabilities and reagent manufacturing operations in
Seven Hills Partners acted as financial advisor to Nanogen in the transaction, while Molecular Securities advised Epoch on the deal.