WALTHAM, Mass. and LONDON, January 7th, 2021 – PerkinElmer, Inc. (NYSE: PKI) (“PerkinElmer”) and Oxford Immunotec Global PLC (NASDAQ: OXFD) (“Oxford Immunotec” or the “Company”) are pleased to announce they have reached an agreement on terms under which PerkinElmer will acquire Oxford Immunotec (the “Acquisition”). It is intended that the Acquisition will be implemented by means of a U.K. High Court of Justice-sanctioned scheme of arrangement under Part 26 of the U.K. Companies Act 2006 between Oxford Immunotec and its shareholders (the “Scheme”).
Under the terms of the Acquisition, Oxford Immunotec shareholders will be entitled to receive USD 22.00 in cash for each outstanding ordinary share (“Oxford Immunotec Share”). The terms of the Acquisition value the Company’s entire issued and to be issued ordinary share capital at approximately USD 591 million, and the terms of the Acquisition represent a premium of approximately 28.3% to the closing price per share of USD 17.15 on January 5, 2021 (being the last practicable date prior to the date of this announcement (the “Announcement”)) and 53.5% to the 90 trading day volume-weighted average price per Oxford Immunotec Share of USD 14.34 for the period from October 8, 2020 to January 5, 2021 (being the last practicable date prior to the date of this Announcement). In addition, the terms of the Acquisition represent a premium of 99.2% to the Company’s enterprise value calculated using the 90-day volume weighted average price for the period from October 8, 2020 to January 5, 2021.
Through this Acquisition, PerkinElmer will grow its portfolio of advanced infectious disease testing solutions to include tuberculosis detection to better serve customers around the world. Moreover, the deal will enable PerkinElmer to combine its channel expertise and leading workflow and testing capabilities with Oxford Immunotec’s leading proficiencies in T cell immunology with its proprietary test kits for latent tuberculosis.
In terms of financial impact, PerkinElmer expects the Acquisition to be modestly accretive to non-GAAP earnings in year-one following the close, and PerkinElmer anticipates Oxford Immunotec’s sales growth will exceed that of its Diagnostics franchise for the foreseeable future.
Headquartered in Abingdon, UK, Oxford Immunotec is recognized as a global leader of proprietary test kits for latent tuberculosis. Its Interferon Gamma Release Assay (IGRA) offering identifies individuals who are infected with tuberculosis. Oxford Immunotec had approximately 275 global employees as of September 30, 2020 and reported total revenue from continuing operations of $73.7 million and $39.2 million as of the fiscal year ended December 31, 2019 and the nine months ended September 30, 2020, respectively.
Commenting on the Acquisition, Prahlad Singh, PhD, President and Chief Executive Officer of PerkinElmer, said; “Tuberculosis remains one of the leading infectious causes of death, with close to one quarter of the world’s population infected. We believe Oxford Immunotec’s diagnostic testing solution plays an important role in slowing the spread and saving lives. Oxford Immunotec’s highly sensitive test and their team’s passion for solving complex health issues make it a natural fit with PerkinElmer’s mission and together, we believe will accelerate development of robust solutions to help detect infectious disease.”
PerkinElmer’s comprehensive global diagnostics portfolio includes solutions focused on: 1) Immunodiagnostics, in areas of immunology and infectious disease; 2) Reproductive Health, with a focus on newborn and prenatal testing; and 3) Applied Genomics, which includes fully automated sample to answer solutions around genomics and molecular testing.
Commenting on the Acquisition, Peter Wrighton-Smith, PhD, Chief Executive Officer of Oxford Immunotec, said; “We are delighted to be joining the PerkinElmer family. We believe this transaction is great for our shareholders, our employees and our customers. Access to PerkinElmer’s global reach and automation experience will enable us to accelerate our growth journey and make a growing impact in the field of infectious disease.”
The Board of Directors of each company has approved the transaction, which is expected to close in the first half of calendar 2021, subject to approval of Oxford Immunotec’s shareholders, court approval of the Scheme and other customary closing conditions. Upon the closing of the transaction, Oxford Immunotec will become a privately held company and Oxford Immunotec’s ordinary shares will no longer be listed on any public market.
Guggenheim Securities, LLC is acting as financial advisor to PerkinElmer. Wilmer Cutler Pickering Hale and Dorr LLP is acting as legal counsel to PerkinElmer as to matters of U.S. law and Hogan Lovells International LLP is acting as legal counsel to PerkinElmer as to matters of English law.
An affiliate of Perella Weinberg UK Limited (“Perella Weinberg Partners”) is acting as financial advisor to Oxford Immunotec. Covington & Burling LLP is acting as legal counsel to Oxford Immunotec.
About Oxford Immunotec
Oxford Immunotec is a global, high-growth diagnostics company. Oxford Immunotec’s vision is to bring energy and invention to a world in need of diagnostic truth. Oxford Immunotec is uniquely placed as the only company in the world offering regulated ELISPOT assays for T cell measurement, with approval around the globe. Oxford Immunotec’s leading product, the T-SPOT®.TB test, is used for diagnosing infection with Tuberculosis, the world’s largest cause of death from infectious disease. Oxford Immunotec has manufactured in excess of 20 million clinical T cell tests for TB infection. The T-SPOT.TB test has been approved for sale in over 50 countries, including the United States, where it has received pre-market approval from the Food and Drug Administration, Europe, where it has obtained a CE mark, as well as Japan and China. The Company is headquartered near Oxford, U.K. and in Marlborough, MA. Additional information can be found at www.oxfordimmunotec.com.
T-SPOT, the Oxford Immunotec logo, and T-Cell Select are trademarks of Oxford Immunotec Limited.
PerkinElmer enables scientists, researchers and clinicians to address their most critical challenges across science and healthcare. With a mission focused on innovating for a healthier world, we deliver unique solutions to serve the diagnostics, life sciences, food and applied markets. PerkinElmer strategically partners with customers to enable earlier and more accurate insights supported by deep market knowledge and technical expertise. It has a dedicated team of about 14,000 employees worldwide who are passionate about helping customers work to create healthier families, improve the quality of life, and sustain the wellbeing and longevity of people globally. PerkinElmer reported revenue of approximately $2.9 billion in 2019, serves customers in 190 countries, and is a component of the S&P 500 index. Additional information is available through 1-877-PKI-NYSE, or at www.perkinelmer.com.
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Important information will be filed with the SEC
Further details of the Acquisition and the Scheme will be contained in the Scheme Document to be dispatched to (among others) Oxford Immunotec’s shareholders and the Proxy Statement which will be filed with the United States Securities and Exchange Commission (“SEC”) and mailed to Oxford Immunotec shareholders, copies of which will also be posted along with notices of the Court Meeting and General Meeting and the Forms of Proxy. The Scheme Document and Proxy Statement will contain important information about PerkinElmer, Oxford Immunotec, the Acquisition and related matters. Investors and security holders are urged to read the Scheme Document and Proxy Statement carefully when it is available.
Investors and security holders will be able to obtain free copies of the Scheme Document and Proxy Statement and other documents filed with the SEC by PerkinElmer and Oxford Immunotec through the web site maintained by the SEC at www.sec.gov, or free of charge from Oxford Immunotec at www.OxfordImmunotec.com or by directing a request to Oxford Immunotec at firstname.lastname@example.org. PerkinElmer and Oxford Immunotec take no responsibility for, and can provide no assurance as to the reliability of, any information others may provide regarding any voting decision or response in relation to the Acquisition, other than the information contained in the Scheme Document and Proxy Statement.
PerkinElmer and Oxford Immunotec, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the Implementation Agreement. Information regarding PerkinElmer’s directors and executive officers is contained in PerkinElmer Form 10-K for the fiscal year ended December 29, 2019 and its proxy statement dated March 11, 2020, which are each filed with the SEC. Information regarding Oxford Immunotec’s directors and executive officers is contained in Oxford Immunotec’s Form 10-K for the fiscal year ended December 31, 2019 and its proxy statement dated April 29, 2020, which are each filed with the SEC. To the extent holdings of securities by such directors or executive officers have changed since the amounts disclosed in each company’s latest proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the Implementation Agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Scheme Document and Proxy Statement and other relevant materials to be filed with the SEC when they become available.
This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely by the Scheme Document and Proxy Statement, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Additionally, PerkinElmer and Oxford Immunotec will file other relevant materials with the SEC in connection with the transaction. INVESTORS ARE ADVISED TO READ THE SCHEME DOCUMENT AND PROXY STATEMENT, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, WHEN IT BECOMES AVAILABLE CAREFULLY AND IN ITS ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE ACQUISITION BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors may obtain a free copy of the Scheme Document and Proxy Statement (when available) at the Securities and Exchange Commission’s website at www.sec.gov, or free of charge from Oxford Immunotec at www.oxfordimmunotec.com or by directing a request to Oxford Immunotec at 293 Boston Post Rd W Suite 210, Marlborough, MA 01752. PerkinElmer and Oxford Immunotec take no responsibility for, and can provide no assurance as to the reliability of, any information others may provide regarding any voting decision or response in relation to the Acquisition, other than the information contained in the Scheme Document and Proxy Statement.
This Announcement does not constitute a prospectus or a prospectus equivalent document.
Cautionary Statement Concerning Forward-Looking Statements
This Announcement contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to estimates and projections of future earnings per share, cash flow and revenue growth and other financial results, developments relating to each company’s customers and end-markets, and plans concerning business development opportunities, acquisitions and divestitures. Words such as “believes,” “intends,” “anticipates,” “plans,” “expects,” “projects,” “forecasts,” “will,” “may,” “could” and similar expressions, and references to guidance, are intended to identify forward-looking statements. Such statements are based on the management of each company’s current assumptions and expectations and no assurances can be given that their assumptions or expectations will prove to be correct. A number of important risk factors could cause actual results to differ materially from the results described, implied or projected in any forward-looking statements. These factors include, without limitation: the failure of all of the closing conditions of the proposed Acquisition to be satisfied, including receipt of requisite approvals by Oxford Immunotec’s shareholders, and the sanction of the Scheme by the Court, which conditions may not be satisfied or waived; uncertainties as to the timing of the consummation of the Acquisition and the ability of each party to consummate the Acquisition; the occurrence of any event, change or other circumstance that could give rise to the termination of the Implementation Agreement; the effect of the announcement or pendency of the proposed Acquisition on PerkinElmer’s or Oxford Immunotec’s business, operating results, and relationships with customers, suppliers, competitors and others; risks that the proposed Acquisition may disrupt PerkinElmer’s or Oxford Immunotec’s current plans and business operations; potential difficulties retaining employees as a result of the proposed Acquisition; risks related to the diverting of management’s attention from PerkinElmer’s or Oxford Immunotec’s ongoing business operations; the outcome of any legal proceedings that may be instituted against the PerkinElmer or Oxford Immunotec related to the Implementation Agreement or the proposed Acquisition; markets into which the parties sell products declining or not growing as anticipated; effect of the COVID-19 pandemic on sales and operations of the parties; fluctuations in the global economic and political environments; the ability of the parties to execute acquisitions (including the Acquisition) and license technologies, or to successfully integrate acquired businesses and licensed technologies; the failure of PerkinElmer or Oxford Immunotec to maintain compliance with applicable government regulations; regulatory changes; the failure of PerkinElmer or Oxford Immunotec to comply with healthcare industry regulations; economic, political and other risks associated with foreign operations; the ability to retain key personnel; significant disruption in information technology systems, or cybercrime; the ability of PerkinElmer to obtain future financing; the United Kingdom’s withdrawal from the European Union; the ability of PerkinElmer to realize the full value of Oxford Immunotec’s intangible assets; significant fluctuations in the stock price of PerkinElmer or Oxford Immunotec; and other factors which are described under the caption “Risk Factors” in the most recent quarterly report on Form 10-Q and in other filings with the SEC of each of PerkinElmer and Oxford Immunotec.
The information contained in PerkinElmer’s filings with SEC, including in PerkinElmer’s Form 10-K for the fiscal year ended 29 December 2019 identifies other important factors that could cause actual results to differ materially from those stated in or implied by the forward-looking statements in this Announcement.
The information contained in Oxford Immunotec’s filings with SEC, including in Oxford Immunotec’s Form 10-K for the year ended 31 December 2019 identifies other important factors that could cause actual results to differ materially from those stated in or implied by the forward-looking statements in this Announcement.
PerkinElmer’s and Oxford Immunotec’s filings with the SEC are available on the SEC’s website at www.sec.gov. You should not place undue reliance upon forward-looking statements. We anticipate that subsequent events and developments will cause our views to change. However, while Oxford Immunotec or PerkinElmer may elect to update these forward-looking statements at some point in the future, each of PerkinElmer and Oxford Immunotec specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Oxford Immunotec’s or PerkinElmer’s views as of any later date.
Further acquisition details
The parties intend that the Acquisition will be implemented by means of a U.K. Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 . The Acquisition is conditional on, among other things: (i) the approval of Oxford Immunotec shareholders at the Court Meeting and the passing of the resolution by Oxford Immunotec shareholders at the General Meeting; and (ii) the sanction of the Scheme by the U.K. Court. The Acquisition does not require the approval of PerkinElmer shareholders.
The Acquisition is expected to become Effective and close by the end of the first half of 2021, subject to the satisfaction (or, where applicable, waiver) of the conditions set forth in the Implementation Agreement, dated as of January 6, 2021 among the parties (the “Implementation Agreement”).
Subject to the terms of the Implementation Agreement, PerkinElmer reserves the right to elect to implement the Acquisition by way of an Offer. In such an event, the Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme.
This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.
Certain additional information about the proposed Acquisition and PerkinElmer and Oxford Immunotec is included in the annex to this announcement.