NEW YORK – Major shareholders of high-sensitivity immunoassay outfit Quanterix reiterated their opposition to the company's plan to acquire Akoya Biosciences following the announcement of a $30 million securities purchase agreement between the two firms.
Investment firm Kent Lake issued a statement on Monday opposing a securities purchase agreement that Quanterix entered into with Akoya Biosciences on April 2, under which Akoya may sell Quanterix up to $30 million in convertible notes.
Kent Lake, which owns roughly 7.5 percent of Quanterix's outstanding common stock, said the deal amounts to "backdoor financing" that is "highly unfavorable to Quanterix shareholders" and added that it believes Quanterix's board has "violated its fiduciary duties by not providing comprehensive disclosures" on the financing.
The firm also said that Akoya's need for the financing calls into question the valuation of Akoya used by Quanterix in its proposed acquisition.
Investment firm Tikvah Management, which owns around 1.5 percent of Quanterix's common stock, also objected to the deal with a company spokesperson saying the firm reiterates its previous opposition to the acquisition.
Quanterix announced the Akoya acquisition in January. Under the terms of the deal, Akoya shareholders will receive 0.318 shares of Quanterix common stock for each share of Akoya common stock, which represents a 19 percent premium to Akoya's stock price on Nov. 14, 2024, the last full trading day before the company announced it planned to review "strategic alternatives."
Following the close of the transaction, Quanterix shareholders will own approximately 70 percent of the combined company and Akoya shareholders will own approximately 30 percent.
Quanterix CEO Masoud Toloue said in a statement announcing the deal that the combination of Akoya's tissue-based assays and Quanterix's blood-based assays would position the firm to "speed up market development of new liquid biopsy tests." The company said it expects to realize $40 million in cost synergies by the end of 2026.
Quanterix investors appeared skeptical of the deal, as the firm's shares, which trade on the Nasdaq, fell 20 percent the day of the announcement. To date, Quanterix shares have fallen 37 percent from the close of the market on Jan. 8, the last trading day before the acquisition was announced. Akoya shares are down 56 percent over the same period.
Last Friday, Quanterix disclosed its securities purchase agreement with Akoya in a filing with the US Securities and Exchange Commission. Under the terms of the agreement, Akoya will issue and sell to Quanterix one or more convertible promissory notes with an aggregate principal amount of up to $30 million. Akoya may draw on the notes between May 15 and the earlier of either the close of the acquisition or July 9 if the acquisition deal is terminated. Notes will be converted by Quanterix into Akoya common stock at the exchange rate established in the merger agreement.
The purchase agreement is meant to prop up Akoya until the acquisition goes through, said one industry observer with expertise in the life science tools space, adding that the company was likely headed to bankruptcy had it not been acquired by Quanterix.
This observer questioned the rationale for the deal, noting that while in the long term the two companies' technologies could make sense together, in the nearer term it would substantially increase Quanterix's cash burn while shifting its business back toward pharma services and away from its diagnostics efforts. This observer also said that for a company with Akoya's debt level, cash usage rate, and revenue, the acquisition price is "too high in this market."
According to an SEC filing made by Quanterix on Feb. 13, in the fall of 2024, Akoya contacted 20 parties regarding potential acquisition deals, four of which, including Quanterix, ultimately submitted bids for the company. The other three bidders dropped out before submitting final bids, however.
One of these firms said that following "detailed diligence" on the deal, its "conviction around the depth of Akoya’s research and development pipeline as well as the time, cost, and effort associated with Akoya's companion diagnostics strategy and cultural compatibility between the companies had weakened."
Another noted concerns about Akoya's "projected financial losses and cash burn" and their dilutive impact.
Kent Lake previously expressed opposition to the deal, publishing a presentation on March 11 arguing that the deal undervalues Quanterix stock, would distract from its Alzheimer's diagnostics program, and would shrink its cash runway from roughly 6.5 years to about 2.5 years.
On March 3, the company nominated three candidates for election to Quanterix's board: Alexander Dickinson, a former Illumina executive; Bruce Felt, former CFO of Domo, SuccessFactors, FullTime Software, and other firms; and Hakan Sakul, former VP and head of diagnostics at Pfizer.
In a March note to investors, Canaccord Genuity analyst Kyle Mikson said the bank had lowered its price target for Quanterix stock from $20 to $15 due in part to "negative investor sentiment" regarding the proposed Akoya deal. The bank maintained its Buy rating on Quanterix.
Both Quanterix and Akoya shareholders must approve the acquisition for it to go through.
Quanterix was not able to provide comment by press time.