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Takara Bio to Acquire WaferGen Biosystems

NEW YORK (GenomeWeb) – Takara Bio USA Holdings will acquire instruments manufacturer WaferGen Biosystems, the companies announced today.

Under the terms of the deal, Takara Bio USA — formerly known as Clontech Laboratories and now a subsidiary of life science company Takara Bio — will pay an aggregate cash price based on a multiple of WaferGen's 2016 calendar year revenues, capped at $50 million. The multiple will be between one and three-and-a-half times WaferGen's full year 2016 revenues — if revenues exceed $9 million, the multiple will be capped at three-and-a-half times.

Further, Takara will pay WaferGen a $2.5 million deposit after Jan. 1, 2017, and an additional $2.5 million on or before Jan. 17, 2017. The deposit amounts will be subtracted from the overall purchase price, Takara said, and in the event that the merger agreement is terminated, WaferGen will return the deposit to Takara.

The aggregate purchase price will be used to pay for WaferGen's outstanding securities, including options and warrants, as well as outstanding shares, Takara added. The company expects to close the deal in early 2017, and the transaction is subject to closing conditions including approval by WaferGen's stockholders, continuous maintenance by WaferGen of its Nasdaq listing, and completion of WaferGen's 2016 audit.

Earlier this week, WaferGen reported that first quarter revenues rose 68 percent to $1.9 million from $1.1 million in Q1 2015. The company said the increase was due in large part to 85 percent growth in product revenues, primarily attributable to increases in sales of its SmartChip NGS target enrichment system and sales from the Apollo benchtop platforms business. It further said that it expects FY 2016 revenues of $12.0 million to $13.0 million.

The deal will combine WaferGen's ICell8 Single-Cell System, SmartChip PCR system, and Apollo 324 platforms with Takara's global reagent product mix, including single-cell reagents, the companies said.

"WaferGen's technologies and broad array of rapidly growing product offerings are providing a powerful set of tools for biological analysis at the molecular and single-cell level in the life sciences, pharmaceutical, and clinical laboratory industries," said WaferGen President and CEO Rollie Carlson in a statement. "I'm confident that through this merger we will cement a leadership position in the genomics research market and our combined solutions will accelerate breakthrough scientific and medical discoveries worldwide."

Carol Lou, president of the Takara Bio USA subsidiary, added that the combination of the two firms' products "will significantly expand our offering in the fast-growing single-cell and immuno-sequencing markets, and give customers greater access to these products through our global and commercial reach."

WaferGen's shares rose 64 percent to $.90 in morning trading on the Nasdaq.