A Diagnostics & Imaging Week
Illumina (San Diego) reported that it has signed a definitive agreement and plan of merger with privately held CyVera (Wallingford, Connecticut), with CyVera to become a wholly owned subsidiary of Illumina.
Total consideration for the transaction is $17.5 million, consisting of about 1.5 million shares of Illumina common stock and the payment of about $2.3 million of CyVera's liabilities at the closing. The exact number of shares will be based on the average price of Illumina's outstanding shares before closing, subject to a 10% collar around the 10-day average price for the shares on the date of the agreement.
Illumina also will assume outstanding stock options at an exchange ratio determined by the closing price.
The acquisition will provide Illumina with a comprehensive approach to bead-based assays for biomarker R&D and in vitro and molecular diagnostic opportunities, including those that require low-complexity as well as high-complexity testing. As a result, Illumina said it intends to expand its activities to seek diagnostic collaborators and partners.
According to Illumina, CyVera's digital-microbead platform is "highly complementary" to its portfolio of products and services and upon closing of the transaction will become an integral part of the company's BeadArray technology.
The closing is subject to customary conditions and is expected to be completed by the end of March.
Jay Flatley, Illumina president and CEO, said, "CyVera's emerging product line will complement our current offerings and give Illumina's BeadArray solutions even more flexibility as we extend our performance and value proposition into the clinical research and diagnostics markets. At the same time, we can leverage our core assay and oligo synthesis technologies to sustain our manufacturing cost leadership position. It's a great strategic fit."
A venture-backed company spun out of CiDRA (also Wallingford) in late-2003, CyVera is developing a bead technology that utilizes a holographic imprinting approach to add a digital address to rod-shaped beads, each of which is a potential site for a biological assay. Like Illumina's beads, CyVera beads can support both nucleic acid and protein probe content.
That technology is being developed with the intent of enabling easy assay customization, high sample throughput, reliable performance and low manufacturing costs, the companies said. The technology is expected to provide high-performance assay capability at multiplex levels between 10 and 1,000 targets, particularly when combined with Illumina's GoldenGate, Infinium, DASL and emerging protein assay protocols.
CyVera also has developed a Virtual Cytometer scanning system for its digital bead technology, allowing the transfer of microbeads from standard microtiter plate formats to a cell where they self-align into randomly ordered arrays for readout. Depending on the multiplex level, up to 120 samples per hour can be assayed on the system. This system is being designed to be compatible with liquid-handling automation and informatics infrastructures found in high-throughput diagnostic laboratories.
CyVera's detection systems and bead technology will be integrated with Illumina's growing assay and microarray product portfolio, which consists currently of multi-sample Sentrix microarray solutions with the capability of analyzing 384 to more than 200,000 targets per sample in gene expression and genotyping applications.
Alan Kersey, president and CEO of CyVera, said, "Illumina's growing portfolio of assays and content will allow our team in Connecticut to focus on development of the bead manufacturing capability and the Virtual Cytometer system. In addition, we will be able to utilize Illumina's direct sales and marketing organization to bring products to the research market as well as forging strong partnerships with third-party companies in both research and diagnostics fields."
The integration of CyVera will extend further the capability of BeadArray technology and enable Illumina to more effectively address the emerging biomarker R&D and in vitro and molecular diagnostics markets.
The first products based on the CyVera technology are expected to be available in the second half of 2006.