NEW YORK – Roche said on Monday that it plans to acquire GenMark Diagnostics for approximately $1.8 billion in cash.
Under the merger agreement, Roche will begin a tender offer to acquire all outstanding shares of GenMark's common stock for $24.05 per share. Once the tender offer is finished, Roche will acquire the remaining shares for the same price through a second step merger. The deal is expected to close in the second quarter.
The $24.05 price represents a premium of approximately 43 percent to GenMark's closing share price on February 10, the last trading day before Bloomberg reported the company had been approached by potential acquirers. After the report was released, GenMark's shares rose 27 percent.
Both companies' boards unanimously approved the agreement and GenMark's operations will continue in Carlsbad, California.
Roche said in a statement that GenMark's syndromic panel testing portfolio will complement its own molecular diagnostics portfolio while Roche's global network will "enable expanded reach for GenMark's products," including the ePlex platform.
GenMark's "proven expertise in syndromic panel testing provides faster targeted therapeutic intervention, resulting in improved patient outcomes and reduced hospital stays, and will contribute to Roche’s commitment to helping control infectious diseases and antibiotic resistance," Roche Diagnostics CEO Thomas Schinecker said in a statement.
The firms also have complementary SARS-CoV-2 products, with GenMark's Respiratory Pathogen Panels identifying pathogens associated with upper respiratory infection including SARS-CoV-2 and Roche's variety of tests for SARS-CoV-2.
Cowen analyst Doug Schenkel wrote in a note that the deal makes sense, as GenMark has been "an attractive takeover target for larger diagnostics companies." He also noted that the syndromic testing market "remains underpenetrated and should continue to be one of the fastest growing sub-segments within infectious disease molecular diagnostics for the foreseeable future."
In addition, Schenkel noted that most large diagnostics companies have cash to burn due to COVID-19 tailwinds and that GenMark's revenue is expected to "grow robustly for the foreseeable future, especially after accelerated instrument placements in the COVID-19 environment."
In 2020, GenMark's fourth quarter revenues rose 84 percent year over year to $50.1 million as a result of increased ePlex molecular diagnostic revenue and demand for respiratory panels.
After the acquisition was announced, investment bank William Blair downgraded GenMark to Market Perform. Canaccord Genuity also downgraded GenMark to Hold after the news.