CareDx announced an agreement to acquire approximately 78% of the outstanding shares of Allenex AB from its three principal shareholders, and plans to launch a tender offer for the remaining 22% of the shares of Allenex in the first quarter of 2016.
The Allenex Board of Directors has unanimously recommended that Allenex shareholders accept the tender offer. Completion of the tender offer is expected by the end of March 2016. The total purchase price of Allenex will be approximately $35 million consisting of a combination of cash and stock in CareDx.
The combination of CareDx and Allenex will create an international transplantation diagnostics company with product offerings along the pre-/post-transplant continuum. The Olerup SSP line, which addresses Human Leukocyte Antigen, or HLA, testing, and AlloMap are foundational diagnostics that are well recognized by the transplant community. The combined company will have a presence and direct distribution channels in the US and Europe.
The terms of the tender offer include an all cash alternative or a mixed consideration alternative consisting of cash and stock. If the offer is accepted in its entirety under the mixed consideration alternative, 1,560,807 shares of common stock will be issued by CareDx in the transaction, which will represent approximately 11.6% of the outstanding shares of CareDx after completion of the acquisition. The three principal shareholders of Allenex have agreed to the mixed consideration alternative, and a portion of their cash payments will be subject to certain commercial and financial milestones in the fourth quarter of 2015 and over the course of 2016.
“Allenex is a leader in HLA testing led by our flagship Olerup test to match transplant recipients with donor organs. I am thrilled by the opportunity to combine Allenex with CareDx,” said Anders Karlsson, CEO of Allenex. “The focus of CareDx on improving the lives of transplant recipients through non-invasive surveillance testing like AlloMap complements well with our products. Our combination will offer patients and clinicians a broader range of transplant diagnostic offerings, which should strengthen the ability to provide long term and truly personalized patient care.”