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Wafergen Stockholders Approve Takara Bio Merger

NEW YORK (GenomeWeb) – Wafergen Biosystems announced late on Tuesday that its shareholders approved the company's pending merger with Takara Bio USA Holdings, a subsidiary of life science company Takara Bio.

Under the terms of the merger, announced in May, Takara Bio USA said it would 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.

Takara further agreed to 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.

"We are very pleased with the outcome of today's vote and thank all of our stockholders for their support," said Wafergen President and CEO Rollie Carlson in a statement. "We are confident that our merger with Takara Bio is the best outcome for Wafergen and our stockholders and look forward to closing the transaction in the first quarter of 2017."

Upon completion of the merger, Wafergen will become a wholly owned subsidiary of Takara Bio, and Wafergen's outstanding equity securities will be automatically converted into the right to receive a cash payment.

On Oct. 31, Wafergen released preliminary third quarter earnings and issued a letter to stockholders urging them to vote for the merger agreement, saying the cash considerations that would be paid to shareholders represent a "significant premium" over Wafergen's share price on May 12, the day before the deal was announced.