UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 25, 2015
Transgenomic, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-30975 | 91-1789357 | ||
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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12325 Emmet Street, Omaha, NE 68164
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (402) 452-5400
N/A
(Former Name, or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On November 25, 2015, Transgenomic, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with ADSTEC Corporation (“ADSTEC”) and ADS Biotec Inc., a wholly-owned subsidiary of ADSTEC (“Buyer”), pursuant to which the Company sold (1) to ADSTEC the Company’s facilities located in Glasgow, Scotland and on Irvington Road in Omaha, Nebraska (together, the “Facilities”) and all of the Company’s stock, inventory and raw materials located at the Facilities (collectively, the “Inventory”), and (2) to Buyer (a) all of the remaining assets relating to the Company’s Genetic Assays and Platforms business segment (the “Business”), other than the Inventory (the “Purchased Assets”), and (b) all of the ordinary shares of Transgenomic Limited, a wholly-owned subsidiary of the Company (the “Shares”). The Purchase Agreement supersedes the binding term sheet between the Company and ADSTEC, effective as of September 30, 2015, as disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2015 (the “Term Sheet”).
Pursuant to the Purchase Agreement, ADSTEC and Buyer acquired the Facilities, the Inventory, the Purchased Assets and the Shares for an aggregate purchase price of approximately $300,000, and Buyer assumed the Company’s financial and human resources commitments related to the Business (the “Transaction”).
Each of the Company, ADSTEC and Buyer made customary representations, warranties and covenants in the Purchase Agreement. Additionally, subject to certain exceptions, (1) the Company agreed to indemnify each of ADSTEC and Buyer against certain losses relating to, among other things, product liability claims arising out of the Company’s operation of the Business prior to the closing of the Transaction and the Company’s breach of its representations and warranties under, or failure to perform any of its covenants or agreements contained in, the Purchase Agreement, and (2) each of ADSTEC and Buyer agreed to jointly and severally indemnify the Company against certain losses relating to, among other things, ADSTEC’s or Buyer’s conduct of the Business at or after the closing of the Transaction, ADSTEC’s or Buyer’s breach of its representations and warranties under, or failure to perform any of its covenants or agreements contained in, the Purchase Agreement, and the liabilities assumed by Buyer in the Transaction.
The representations and warranties made by each of the parties to the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement, and information concerning the subject matter of such representations and warranties may change (or have changed) after the date of the Purchase Agreement, which subsequent information may or may not be reflected in the Company’s public disclosures.
In connection with the Purchase Agreement, the Company and Buyer entered into certain other agreements, including (1) a transition services agreement, pursuant to which, among other things, each of the Company and Buyer agreed to provide the other party with certain transition services for a limited period of time following the closing of the Transaction, and (2) a manufacturing services agreement, pursuant to which, among other things, Buyer will supply the Company with certain products after the closing of the Transaction.
There is no material relationship between the Company or any of its affiliates, on the one hand, and ADSTEC, Buyer or any of their affiliates, on the other hand, outside of the Purchase Agreement and the agreements entered into in connection with the Transaction, including the Term Sheet.
The foregoing description of certain terms contained in the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Purchase Agreement that will be filed with the Company’s Annual Report on Form 10-K for the year ending December 31, 2015.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.
Item 8.01. Other Events.
On December 1, 2015, the Company issued the press release attached hereto as Exhibit 99.1 announcing the completion of the Transaction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press release, dated December 1, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Transgenomic, Inc. | ||
| By: | /s/ Paul Kinnon | |
| Paul Kinnon | ||
| President and Chief Executive Officer | ||
Date: December 1, 2015
Exhibit Index
| Exhibit Number | Description | |
| 99.1 | Press release, dated December 1, 2015. |
Exhibit 99.1
TRANSGENOMIC FINALIZES DIVESTMENT OF ITS GENETIC ASSAYS & PLATFORMS
BUSINESS UNIT
Divestiture to ADSTEC Allows Transgenomic to Focus on Accelerating Commercialization of Its
High Potential Multiplexed ICE COLD-PCR™ (MX-ICP) Technology
OMAHA, Neb. (December 1, 2015) -- Transgenomic, Inc. (NASDAQ: TBIO) today announced that it has completed the divestment of its Genetic Assays & Platforms (GAP) Business Unit to ADSTEC Corporation, and one of its affiliates (ADSTEC). ADSTEC is a privately-held Japanese company that manufactures and sells specialized instruments and reagents for the biotechnology industry.
Transgenomic transferred all rights to its GAP products, licenses, technology, know-how and trademarks, along with associated product inventory, to ADSTEC. ADSTEC has assumed the business, financial and human resource commitments of the GAP Business Unit and paid Transgenomic $300,000 for its existing stock and inventory.
Paul Kinnon, President and Chief Executive Officer of Transgenomic, commented, “With the closing of this transaction, we have divested our last major legacy business. The aging WAVE product line and geographically diverse customer base of the GAP Business Unit would have required substantial investments to make it competitive. Instead, this divestiture is expected to reduce our expenses by more than $1,000,000 per quarter. Our management and Board of Directors believe our resources will be better invested in growing our high-potential products for molecular diagnostics and precision medicine, powered by our unique ICE COLD-PCR™ technology and growing expertise in developing and commercializing liquid biopsy assays.”
ADSTEC’s President, Mr. Tsutomu Kojima, noted, “We believe this is a good deal for both companies. ADSTEC has the infrastructure and resources to revitalize this business unit, which we view as highly complementary to our current efforts. We look forward to the opportunity to work with our new employees to build on the goodwill and customer loyalty that Transgenomic developed during its years of managing this business.”
About ADSTEC
ADSTEC Corporation, headquartered in Japan and with US and European subsidiaries, including ADS Biotec Inc., is a global leader in the development, manufacture and sale of automated instruments and consumables for use in cytogenetic, pathology and research laboratories. The company’s technology and services enable its customers to increase productivity and throughput while maintaining a high degree of quality and consistency. With the acquisition of the Genetic Assays & Platforms (GAP) Business Unit of Transgenomic, ADSTEC has a truly global presence with development, sales and support operations on three continents, and users in over 30 countries. With a company-wide commitment to quality and value, the company serves professionals and laboratories performing diagnostic analysis in the areas of cytogenetics, pathology and molecular genetic analysis. For more information, visit http://www.adsbiotec.com/.
About Transgenomic
Transgenomic, Inc. is a global biotechnology company advancing personalized medicine in cardiology, oncology and inherited diseases through advanced diagnostic technologies, such as its revolutionary ICE COLD-PCR™ technology and its unique genetic tests provided through its Patient Testing business. The company also provides specialized clinical and research services to biopharmaceutical companies developing targeted therapies and sells equipment, reagents and other consumables for applications in molecular testing and cytogenetics. Transgenomic’s diagnostic technologies are designed to improve medical diagnoses and patient outcomes.
Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements” of Transgenomic within the meaning of the Private Securities Litigation Reform Act of 1995, which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. These forward-looking statements include statements relating to the anticipated effects of the sale of the GAP Business Unit and Transgenomic’s anticipated investment in its other technologies. The known risks, uncertainties and other factors affecting these forward-looking statements are described from time to time in Transgenomic's filings with the Securities and Exchange Commission. Any change in such factors, risks and uncertainties may cause the actual results, events and performance to differ materially from those referred to in such statements. Accordingly, Transgenomic claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 with respect to all statements contained in this press release. All information in this press release is as of the date of the release and Transgenomic does not undertake any duty to update this information, including any forward-looking statements, unless required by law.
Contacts:
| Media: | Investors: |
| BLL Partners LLC | Transgenomic Investor Relations |
| Barbara Lindheim | investor.relations@transgenomic.com |
| 212-584-2276 | |
| blindheim@bllbiopartners.com |