WaferGen Bio-systems to be acquired by Takara Bio

Japan’s Takara Bio (TYO: 4974) says its subsidiary Takara Bio USA Holdings (TBUSH) has signed a merger agreement to acquire USA-based WaferGen Bio-systems (Nasdaq: WGBS) for up to $50 million.

Under the terms of the accord, TBUSH will acquire WaferGen for an aggregate cash purchase price that will be based on a multiple of WaferGen's 2016 calendar revenue and capped at $50.0 million, subject to the potential adjustments. WaferGen’s shares leapt nearly 55% to $0.85 in pre-market trading this morning.

The multiple will range between 1.0 times up to 3.5 times WaferGen's full year 2016 revenue.  If revenues exceed $9.0 million the multiple will be 3.5.  The aggregate purchase price as so determined will be used to pay for all outstanding securities of WaferGen, including options and warrants and other securities as well as outstanding shares.  The merger is expected to close after completion of WaferGen's audited financial statements in February or March of 2017, subject to the conditions set forth in the merger agreement.