Corgenix shareholders to receive $0.27 in cash
Transaction valued at approximately $16 million
Following the transaction, Corgenix will remain headquartered in Broomfield, Colo. as a subsidiary of Orgentec Diagnostika
Strategic Acquisition Creates Leading Global Specialty Diagnostics Company
August 28, 2014
Corgenix Medical Corporation, a worldwide developer and marketer of diagnostic test kits, today announced that it has entered into a definitive merger agreement to be acquired by Orgentec Diagnostika, a leading specialty diagnostics company headquartered in Mainz, Germany. The strategic acquisition will extend both companies’ global distribution network and broaden their portfolio of specialty diagnostic assays.
Under the terms of the agreement, which has been approved unanimously by Corgenix’s Board of Directors, Corgenix shareholders will receive $0.27 in cash for each share of common stock they own, in a transaction valued at approximately $16 million. The per-share price represents a 29% premium to the Corgenix average share price of $0.21 over the 90-day period prior to the Company’s announcement on March 12, 2014, that it was exploring strategic alternatives.
Together, Orgentec and Corgenix will offer more than 350 tests, primarily enzyme-linked immunosorbent assays (ELISA), that diagnose a range of conditions, including autoimmune, vascular, infectious disease and organ function. As a combined company, they will serve thousands of hospitals and reference laboratories throughout Europe and the U.S., as well as the emerging markets of Asia, Latin America and the Middle East.
“The Corgenix brand is very respected in our industry space, and this transaction provides excellent value to Corgenix shareholders,” said Corgenix President and CEO Douglass Simpson. “After a robust auction process and a thorough review of all alternatives, including staying as an independent company, the Company’s Board of Directors strongly believes that acceptance of the Orgentec offer is the best choice to maximize our shareholders’ value.”
Werner Hofacher, CEO of Orgentec, added, “Our agreement with Corgenix is an important step toward achieving our strategy of building Orgentec into a global specialty diagnostics leader. It will give us an immediate direct presence in the United States, where Corgenix is highly regarded for its quality and innovation. Together, we will offer a unique portfolio of complementary tests and automated instruments that help health care providers diagnose rare conditions and diseases across key medical specialties.”
The agreement to acquire Corgenix is Orgentec’s first significant step toward expanding its position in the global specialty diagnostics market since partnering with Water Street Healthcare Partners, a strategic investor focused exclusively on the health care industry. Orgentec, which was founded in 1988, announced its partnership with Water Street in May 2014.
“Corgenix is a key component of Water Street’s strategic plan to build Orgentec into a global specialty diagnostics leader,” said Scott Garrett, a senior operating partner with Water Street and chairman of Orgentec. “We will continue to invest in targeted acquisitions, and research and development initiatives that will further expand Orgentec’s strong platform of highly specialized diagnostic solutions.”
The transaction is subject to approval by Corgenix shareholders and other customary closing conditions, and is expected to close in the fourth calendar quarter of 2014.
Inverness Advisors, a division of KEMA Partners LLC, acted as financial advisor to Corgenix in connection with the transaction.
About Corgenix Medical Corporation
Corgenix is a leader in the development and manufacturing of specialized diagnostic kits for immunology disorders, vascular diseases (including the world’s only non-blood-based test for aspirin effect), bone and joint disorders and a line of unique detection products for viral hemorrhagic disease. Corgenix diagnostic products are commercialized for use in clinical laboratories throughout the world. The company currently sells over 50 diagnostic products through a global distribution network and has significant experience in product submissions to the FDA and other worldwide regulatory authorities. Additionally, Corgenix contract develops and manufactures products for key medical and life science companies in state-of-the-art facilities in Colorado. The company operates under a Quality Management System that is ISO 13485:2012 certified and compliant with FDA regulations. More information is available at www.corgenix.com(Corporate website) and www.corgenix.net (Contract Services website).
Orgentec offers a portfolio of more than 300 tests, primarily enzyme-linked immunosorbent assays (ELISA), that help diagnose rheumatology, thrombosis and gastroenterology disorders, as well as infectious diseases. It also offers a fully automated instrument and associated test kits that enable laboratories to complete multiple assays and deliver faster results than traditional ELISA tests. Orgentec has a well-established position in Europe and a growing presence in Asia, Latin America and the Middle East. Orgentec is a company of Water Street Healthcare Partners, a strategic investor focused exclusively on the health care industry. For more information, visit www.orgentec.com.