Complementary offerings will accelerate
translation of biomarkers from research to the clinic driving new
growth
Expanded customer relationships and continuum
of solution offerings maximize cross-selling opportunities across
translational, academic and pharma applications
Expects to generate approximately $40 million
of annual cost synergies by the end of 2026 with path to positive
free cash flow generation in 2026
Combined cash position of approximately $175
million with no expected debt at closing to pursue future growth
initiatives
Quanterix Corporation (NASDAQ: QTRX), a company fueling
scientific discovery through ultra-sensitive biomarker detection,
and Akoya Biosciences (NASDAQ: AKYA), The Spatial Biology Company®,
today announced a definitive merger agreement under which Quanterix
will acquire Akoya in an all-stock transaction. The transaction
will create the first integrated solution for ultra-sensitive
detection of blood- and tissue-based protein biomarkers.
“Liquid biopsy will eventually surpass the market size of all
other diagnostics testing combined. Enabling early disease
detection, before symptoms appear, using non-invasive methods is
our mission and will be the majority of Quanterix's long-term
value," said Masoud Toloue, PhD, Chief Executive Officer of
Quanterix. “This transaction accelerates our progress by creating
the first platform that lets researchers and clinicians track
disease progression from tissue to blood. By starting with tissue
and detecting early signs of complementary proteins in blood using
leading ultra-sensitive SIMOA technology, we are uniquely
positioned to speed up market development of new liquid biopsy
tests.”
Brian McKelligon, Chief Executive Officer of Akoya, said,
“Joining forces with Quanterix marks a pivotal step in our journey
to revolutionize the way we understand and treat disease. We are
thrilled to be part of an established leader in the life science
tools and diagnostics market that not only strengthens our presence
in critical markets but also accelerates our ability to scale,
innovate and ultimately bring to market products that impact human
health. With the capital structure and significant synergies
facilitated through this transaction, the combined company is
well-positioned for future growth and profitability. We look
forward to being part of the Quanterix team to better serve the
needs of researchers and clinicians and bring substantial value to
our customers and shareholders.”
Strategic and Financial Benefits of the Combination
- Creates first integrated solution for liquid and tissue
proteomic biomarkers: The integration of Akoya’s spatial
biology capabilities in tissue with Quanterix’s advanced tools for
the ultra-sensitive detection of biomarkers in blood will establish
the first fully integrated technology ecosystem to identify and
measure biomarkers across tissue and blood. Quanterix will be
better positioned to serve research customers and ultimately
clinicians with a broader set of technologies to improve diagnostic
relevance and accuracy and enhance patient outcomes through
biomarker-driven treatment decisions.
- Expands technology offering across high growth markets in
neurology, oncology and immunology: With Quanterix’s
industry-leading position in neurology and Akoya’s focus within
oncology and immunology, Quanterix will expand its technology
offerings across these high-growth markets. The addition of Akoya’s
cutting-edge spatial biology capabilities will enable Quanterix to
capitalize on growth opportunities in a $5 billion serviceable
addressable market.
- Expanded lab services and clinical diagnostic market
opportunity: Leveraging Akoya’s established clinical
partnerships and CLIA-certified lab services, Quanterix is now
strategically positioned to drive significant value creation
through an expanded portfolio of lab service offerings. This
collaboration establishes a clear path for Quanterix to participate
in the rapidly emerging spatial biology clinical market,
particularly in oncology.
- Increases commercial reach and maximizes cross-selling
opportunities: Quanterix and Akoya have complementary offerings
and deep customer relationships across discovery, translational,
and clinical research. When offered as an integrated solution,
Quanterix expects significant cross-selling opportunities to a
combined 2,300 instrument install-base driving strong double-digit
organic revenue growth in 2026.
- Accelerates path to profitability through realization of
substantial cost savings: The transaction is expected to
generate approximately $40 million in annual cost synergies by the
end of 2026, with $20 million expected to be realized within the
first year following close. These cost savings will be driven
primarily by the elimination of duplicative corporate structures,
streamlined commercial infrastructure, increased operational
efficiencies, process improvements and footprint optimization. The
synergies will be additive to the cost savings initiatives already
implemented by the two organizations. Quanterix’s previous cost
initiatives combined with the expected cost synergies from the
transaction are expected to accelerate its path to profitability,
including generating positive free cash flow in 2026.
- Significant combined cash balance: For the trailing 12
months ending September 30, 2024, the combined company generated
revenue of approximately $220 million. With more than $300 million
in combined cash today, Quanterix expects to have approximately
$175 million in cash with no expected debt at the time of closing,
after accounting for debt repayment, transaction costs, and a $20
million payment for its recently announced EMISSION acquisition.
Quanterix will have financial flexibility to advance the Company’s
global diagnostic testing infrastructure, including for Alzheimer's
disease and other growth opportunities such as Akoya’s advancement
into the companion diagnostics segment.
Transaction Terms
Under the terms of the agreement, which was approved by the
Boards of Directors of both companies, Akoya shareholders will
receive 0.318 shares of Quanterix common stock for each share of
Akoya common stock owned. This represents a 19% premium to Akoya’s
unaffected stock price on November 14, 2024, the last full trading
day prior to Akoya’s announcement of its review of strategic
alternatives.
Following the close of the transaction, Quanterix shareholders
will own approximately 70% of the combined company and Akoya
shareholders will own approximately 30%, on a fully diluted
basis.
Timing, Approvals and Governance
The transaction is expected to close in the second quarter of
2025, subject to approval by both companies’ shareholders,
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, and satisfaction of other
customary closing conditions.
Quanterix has entered into voting agreements supporting the
transaction with certain shareholders owning more than 50% of
Akoya’s common stock.
Following close, Masoud Toloue will serve as Chief Executive
Officer and Vandana Sriram will serve as Chief Financial Officer.
The combined company will continue to operate under the Quanterix
name.
Upon closing, the Quanterix Board will consist of nine members.
Two current Quanterix directors will resign, and Quanterix will
appoint two directors designated by Akoya from their current
Board.
Conference Call and Webcast
Quanterix will host a conference call and webcast today at 8:30
a.m. E.T. to discuss the transaction. For audio, use the following
dial-in number and passcode: USA & Canada - Toll-Free (800)
715-9871 Conference ID: 9092934. Interested investors can also
access the live webcast from the News & Events page within the
Investors section of the Quanterix website at
http://www.quanterix.com.
Advisors
Goldman Sachs & Co. LLC is serving as financial advisor to
Quanterix and Covington & Burling LLP is serving as its legal
counsel. Perella Weinberg Partners LP is serving as financial
advisor to Akoya and DLA Piper LLP is serving as its legal
counsel.
About Quanterix
From discovery to diagnostics, Quanterix’s ultrasensitive
biomarker detection is fueling breakthroughs only made possible
through its unparalleled sensitivity and flexibility. The Company’s
Simoa® technology has delivered the gold standard for earlier
biomarker detection in blood, serum or plasma, with the ability to
quantify proteins that are far lower than the Level of
Quantification (LoQ). Its industry-leading precision instruments,
digital immunoassay technology and CLIA-certified Accelerator
laboratory have supported research that advances disease
understanding and management in neurology, oncology, immunology,
cardiology and infectious disease. Quanterix has been a trusted
partner of the scientific community for nearly two decades,
powering research published in more than 3,100 peer-reviewed
journals.
About Akoya Biosciences
As The Spatial Biology Company®, Akoya Biosciences’ mission is
to bring context to the world of biology and human health through
the power of spatial phenotyping. The Company offers comprehensive
single-cell imaging solutions that allow researchers to phenotype
cells with spatial context and visualize how they organize and
interact to influence disease progression and response to therapy.
Akoya offers a full continuum of spatial phenotyping solutions to
serve the diverse needs of researchers across discovery,
translational and clinical research: PhenoCode™ Panels and
PhenoCycler®, PhenoImager® Fusion and PhenoImager® HT Instruments.
To learn more about Akoya, visit www.akoyabio.com.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction, Quanterix will file
with the U.S. Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 (the “registration statement”),
which will contain a joint proxy statement of Quanterix and Akoya
and a prospectus of Quanterix (the “joint proxy
statement/prospectus”), and each of Quanterix and Akoya may file
with the SEC other relevant documents regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
CAREFULLY AND IN THEIR ENTIRETY AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BY QUANTERIX AND AKOYA, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
QUANTERIX, AKOYA AND THE PROPOSED TRANSACTION. A definitive copy of
the joint proxy statement/prospectus will be mailed to Quanterix
and Akoya stockholders when that document is final. Investors and
security holders will be able to obtain the registration statement
and the joint proxy statement/prospectus, as well as other filings
containing information about Quanterix and Akoya, free of charge
from Quanterix or Akoya or from the SEC’s website when they are
filed. The documents filed by Quanterix with the SEC may be
obtained free of charge at Quanterix’s website, at
www.quanterix.com, or by requesting them by mail at Quanterix
Investor Relations, 900 Middlesex Turnpike, Billerica, MA 01821.
The documents filed by Akoya with the SEC may be obtained free of
charge at Akoya’s website, at www.akoyabio.com, or by requesting
them by mail at Akoya Biosciences, 100 Campus Drive, 6th Floor,
ATTN: Chief Legal Officer, Marlborough, MA 01752.
PARTICIPANTS IN THE SOLICITATION
Quanterix and Akoya and certain of their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Quanterix or Akoya
in respect of the proposed transaction. Information about
Quanterix’s directors and executive officers is available in
Quanterix’s proxy statement dated April 15, 2024, for its 2024
Annual Meeting of Stockholders, and other documents filed by
Quanterix with the SEC. Information about Akoya’s directors and
executive officers is available in Akoya’s proxy statement dated
April 23, 2024, for its 2024 Annual Meeting of Stockholders, and
other documents filed by Akoya with the SEC. Other information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed transaction when they become
available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before
making any voting or investment decisions. You may obtain free
copies of these documents from Quanterix or Akoya as indicated
above.
NO OFFER OR SOLICITATION
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval with respect to the proposed merger of
Quanterix and Akoya, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Statements included in this communication which are not
historical in nature or do not relate to current facts are intended
to be, and are hereby identified as, forward-looking statements for
purposes of the safe harbor provided by Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements are based on, among other things, projections as to the
anticipated benefits of the proposed transaction as well as
statements regarding the impact of the proposed transaction on
Quanterix’s and Akoya’s business and future financial and operating
results, the amount and timing of synergies from the proposed
transaction and the closing date for the proposed transaction.
Words and phrases such as “may,” “approximately,” “continue,”
“should,” “expects,” “projects,” “anticipates,” “is likely,” “look
ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,”
“strategy,” “plan,” “could,” “potential,” “possible” and variations
of such words and similar expressions are intended to identify such
forward-looking statements. Quanterix and Akoya caution readers
that forward-looking statements are subject to certain risks and
uncertainties that are difficult to predict with regard to, among
other things, timing, extent, likelihood and degree of occurrence,
which could cause actual results to differ materially from
anticipated results. Such risks and uncertainties include, among
others, the following possibilities: the occurrence of any event,
change or other circumstances that could give rise to the right of
one or both of the parties to terminate the definitive merger
agreement entered into between Quanterix and Akoya; the outcome of
any legal proceedings that may be instituted against Quanterix or
Akoya; the failure to obtain necessary regulatory approvals (and
the risk that such approvals may result in the imposition of
conditions that could adversely affect the combined company or the
expected benefits of the proposed transaction) and stockholder
approvals or to satisfy any of the other conditions to the proposed
transaction on a timely basis or at all; the possibility that the
anticipated benefits and synergies of the proposed transaction are
not realized when expected or at all, including as a result of the
impact of, or problems arising from, the integration of the two
companies or as a result of the strength of the economy and
competitive factors in the areas where Quanterix and Akoya do
business; the possibility that the proposed transaction may be more
expensive to complete than anticipated; diversion of management’s
attention from ongoing business operations and opportunities;
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the proposed transaction; changes in Quanterix’s
share price before the closing of the proposed transaction; risks
relating to the potential dilutive effect of shares of Quanterix
common stock to be issued in the proposed transaction; and other
factors that may affect future results of Quanterix, Akoya and the
combined company. Additional factors that could cause results to
differ materially from those described above can be found in
Quanterix’s Annual Report on Form 10-K for the year ended December
31, 2023, as amended, Akoya’s Annual Report on Form 10-K for the
year ended December 31, 2023, and in other documents Quanterix and
Akoya file with the SEC, which are available on the SEC’s website
at www.sec.gov.
All forward-looking statements, expressed or implied, included
in this communication are expressly qualified in their entirety by
the cautionary statements contained or referred to herein. If one
or more events related to these or other risks or uncertainties
materialize, or if Quanterix’s or Akoya’s underlying assumptions
prove to be incorrect, actual results may differ materially from
what Quanterix and Akoya anticipate. Quanterix and Akoya caution
readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date they are made and are
based on information available at that time. Neither Quanterix nor
Akoya assumes any obligation to update or otherwise revise any
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20250110529120/en/
Quanterix Contacts
Media Marissa Klaassen media@quanterix.com
Or
Jim Golden / Tali Epstein Collected Strategies
QTRX-CS@collectedstrategies.com
Investor Relations Joshua Young ir@quanterix.com
Akoya Contacts
Media Christine Quern media@akoyabio.com
Investors Priyam Shah investors@akoyabio.com
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