Tm Bioscience Corp. has announced a friendly all-stock deal to be taken over by Luminex Corp. of Austin, Texas, for about $44-million.
Luminex is offering 0.06 share for each share of the Toronto-based developer of genetic testing technology. The bid values each of Tm's 47.7 million shares at 79.5 cents (U.S.), or 92 cents Canadian at current exchange rates, a 41.5 per cent premium, at Thursday's closing prices on the Nasdaq market and the TSX.
The companies said late Thursday that Tm shareholders will own about 9 per cent of Luminex after the transaction, expected to close in early 2007.
"After examining all of the options available to the company, we determined that the acquisition of Tm by Luminex was in the best interest of shareholders," stated Greg Hines, president and chief executive officer of Tm, which had announced a month ago it was exploring strategic alternatives including a merger or sale of the company.
Mr. Hines added that the two companies have been working together for six years and the transaction will enable Tm stockholders to share in the growth of the combined business.
Acquiring Tm's suite of DNA-based diagnostics, including tests for infectious diseases and genetic mutations related to cystic fibrosis, sepsis and other disorders, "has the potential to be a transforming event for Luminex," said the Texas company's president and CEO, Patrick Balthrop.
"We are very excited about the opportunity to bring the Tm products, capabilities and resources into our company and enhance our ability to be a leader in the growing molecular diagnostics market."
Tm reported a net loss of $5.6-million on revenue of $2.6-million in its latest quarter, and had a working capital deficiency of $5.7-million at Sept. 30.