\nQuanterix Corporation (NASDAQ: QTRX), a company fueling scientific discovery through ultra-sensitive biomarker detection, and Akoya Biosciences (NASDAQ: AKYA), The Spatial Biology Company\u00ae, 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.<\/p>\n
\n\u201cLiquid 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. \u201cThis 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.\u201d<\/p>\n
\nBrian McKelligon, Chief Executive Officer of Akoya, said, \u201cJoining 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.\u201d<\/p>\n
Strategic and Financial Benefits of the Combination<\/b><\/p>\n Transaction Terms<\/b><\/p>\n \nUnder 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\u2019s unaffected stock price on November 14, 2024, the last full trading day prior to Akoya\u2019s announcement of its review of strategic alternatives.<\/p>\n \nFollowing 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.<\/p>\n Timing, Approvals and Governance<\/b><\/p>\n \nThe transaction is expected to close in the second quarter of 2025, subject to approval by both companies\u2019 shareholders, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and satisfaction of other customary closing conditions.<\/p>\n \nQuanterix has entered into voting agreements supporting the transaction with certain shareholders owning more than 50% of Akoya\u2019s common stock.<\/p>\n \nFollowing 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.<\/p>\n \nUpon 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.<\/p>\n Conference Call and Webcast<\/b><\/p>\n \nQuanterix 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<\/a> page within the Investors section of the Quanterix website at http:\/\/www.quanterix.com<\/a>.<\/p>\n Advisors<\/b><\/p>\n \nGoldman 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.<\/p>\n About Quanterix<\/b><\/p>\n \nFrom discovery to diagnostics, Quanterix\u2019s ultrasensitive biomarker detection is fueling breakthroughs only made possible through its unparalleled sensitivity and flexibility. The Company\u2019s Simoa\u00ae <\/sup>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.<\/p>\n About Akoya Biosciences<\/b><\/p>\n \nAs The Spatial Biology Company\u00ae, Akoya Biosciences\u2019 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\u2122 Panels and PhenoCycler\u00ae, PhenoImager\u00ae Fusion and PhenoImager\u00ae HT Instruments. To learn more about Akoya, visit www.akoyabio.com<\/a>.<\/p>\n IMPORTANT ADDITIONAL INFORMATION<\/b><\/p>\n \nIn connection with the proposed transaction, Quanterix will file with the U.S. Securities and Exchange Commission (the \u201cSEC\u201d) a registration statement on Form S-4 (the \u201cregistration statement\u201d), which will contain a joint proxy statement of Quanterix and Akoya and a prospectus of Quanterix (the \u201cjoint proxy statement\/prospectus\u201d), 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\u2019s website when they are filed. The documents filed by Quanterix with the SEC may be obtained free of charge at Quanterix\u2019s website, at www.quanterix.com<\/a>, 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\u2019s website, at www.akoyabio.com<\/a>, or by requesting them by mail at Akoya Biosciences, 100 Campus Drive, 6th<\/sup> Floor, ATTN: Chief Legal Officer, Marlborough, MA 01752.<\/p>\n PARTICIPANTS IN THE SOLICITATION<\/b><\/p>\n \nQuanterix 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\u2019s directors and executive officers is available in Quanterix\u2019s 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\u2019s directors and executive officers is available in Akoya\u2019s 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.<\/p>\n NO OFFER OR SOLICITATION<\/b><\/p>\n \nThis 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.<\/p>\n CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS<\/b><\/p>\n \nStatements 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\u2019s and Akoya\u2019s 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 \u201cmay,\u201d \u201capproximately,\u201d \u201ccontinue,\u201d \u201cshould,\u201d \u201cexpects,\u201d \u201cprojects,\u201d \u201canticipates,\u201d \u201cis likely,\u201d \u201clook ahead,\u201d \u201clook forward,\u201d \u201cbelieves,\u201d \u201cwill,\u201d \u201cintends,\u201d \u201cestimates,\u201d \u201cstrategy,\u201d \u201cplan,\u201d \u201ccould,\u201d \u201cpotential,\u201d \u201cpossible\u201d 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\u2019s 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\u2019s 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\u2019s Annual Report on Form 10-K for the year ended December 31, 2023, as amended, Akoya\u2019s 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\u2019s website at www.sec.gov<\/a>.<\/p>\n \nAll 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\u2019s or Akoya\u2019s 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.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20250110529120\/en\/<\/a><\/span><\/p>\n Quanterix Contacts<\/b><\/p>\n \nMedia \nOr<\/p>\n \nJim Golden \/ Tali Epstein \nInvestor Relations Akoya Contacts<\/b><\/p>\n \nMedia \nInvestors KEYWORDS:<\/b> Massachusetts United States North America<\/p>\n INDUSTRY KEYWORDS:<\/b> Science Neurology Biotechnology Research Pharmaceutical Oncology Health Health Technology<\/p>\n\n
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Marissa Klaassen
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media@quanterix.com <\/a><\/p>\n
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Collected Strategies
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QTRX-CS@collectedstrategies.com <\/a><\/p>\n
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Joshua Young
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ir@quanterix.com <\/a><\/p>\n
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Christine Quern
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media@akoyabio.com <\/a><\/p>\n
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Priyam Shah
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investors@akoyabio.com<\/a><\/p>\n
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