NEW YORK – While Quanterix’s amended merger agreement with Akoya Biosciences gives the company’s shareholders a larger stake in the combined firm than did the original terms, some investors have raised concerns that the revised agreement allows Quanterix to execute the deal without putting it to a shareholder vote.
In a statement issued following the announcement of the amended agreement, investment firm Kent Lake, which owns a 7.7 percent stake in Quanterix, said the move "indicates a blatant disregard for the will of shareholders and a complete lack of accountability on the part of [Quanterix’s] board of directors."
In a statement accompanying the announcement of the amended agreement, Quanterix CEO Masoud Toloue cited recent market volatility as providing an opportunity for the company to reengage "with Akoya to revise the terms of the agreement."
Quanterix announced the Akoya acquisition in January. Under the terms of the original deal, Akoya shareholders would have received 0.318 shares of Quanterix common stock for each share of Akoya common stock, which represented 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."
Under that agreement, Quanterix shareholders would have owned approximately 70 percent of the combined company and Akoya shareholders would have owned approximately 30 percent.
The amended agreement, which the two companies announced this week, calls for Quanterix to issue roughly 7.76 million shares of its common stock to Akoya shareholders and to pay them $20 million in cash. Following the transaction, Quanterix shareholders will own 84 percent of the combined company, while Akoya shareholders will own 16 percent.
In an email to 360Dx, Joshua Young, head of investor relations at Quanterix, noted that under the new agreement, the total equity value of the deal is reduced by 67 percent from $201 million to $66 million, a reduction on a per-share basis to $1.24 per Akoya share from $3.73 per share.
Significantly, Quanterix will issue more than 9 million fewer shares than it would have under the original deal. While the original deal required shareholder approval, the smaller number of shares being issued under the amended agreement means the transaction can proceed without a shareholder vote. According to Quanterix, shareholders representing more than 50 percent of Akoya's common stock have agreed to vote in favor of the amended agreement.
"Quanterix’s decision to press on with the merger in the face of significant public shareholder opposition is bad enough," Kent Lake said in its statement addressing the decision. "What is even more egregious is the fact that the company will no longer provide shareholders with the opportunity to vote on the merger."
The investment firm added that vote reports indicated shareholders opposed the merger by a nearly three-to-one margin. Third-party firms like Broadridge track shareholder votes and make them available to entities contesting proxy votes. It is unclear on what percentage of the total potential proxy vote Kent Lake based its projection.
Kent Lake has 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.
From the start, Quanterix's investors have appeared skeptical of the Akoya deal. The firm's shares, which trade on the Nasdaq, fell 20 percent the day of the announcement. To date, Quanterix shares have fallen 51 percent from the close of the market on Jan. 8, the last trading day before the acquisition was announced.
Investors and industry observers have raised concerns that the deal will accelerate Quanterix's cash burn while shifting its business back toward pharma services and away from its diagnostics ambitions. 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, however.
At the beginning of the month, Quanterix entered into a securities purchase agreement with Akoya under which Akoya is able to sell Quanterix up to $30 million in convertible notes. An industry observer with expertise in the life science tools space who requested anonymity to discuss the deal previously told 360Dx that the agreement is meant to prop up Akoya until the acquisition goes through and added that the company was likely headed to bankruptcy had it not been acquired by Quanterix.
Quanterix has maintained that the deal will benefit the company, allowing it to, among other things, speed the development of new liquid biopsy tests by combining biomarker discovery in tissue using Akoya's technology with implementation in blood using its Simoa high-sensitivity immunoassay technology.
The company has said it expects the transaction to save approximately $40 million by the end of 2026 with $20 million in cost savings in the first year, driven by "the elimination of duplicative corporate structures, streamlined commercial infrastructure, increased operational efficiencies, process improvements, and footprint optimization."
Toloue said in his statement this week that despite recent concerns around tariffs and disruptions to academic funding, "the strategic merits of the transaction remain strong."