Biosynex SA (“Biosynex”) (EPA: ALBIO), a French market leader
specializing in the design and distribution of rapid tests, today
announced that Project Merci Merger Sub, Inc. (“Purchaser”), a
Nevada corporation and its wholly-owned indirect subsidiary, has
extended the expiration time for the previously announced tender
offer to purchase all of the issued and outstanding shares of
common stock (the “Shares”) of Chembio Diagnostics, Inc. (Nasdaq:
CEMI) (“Chembio”) at a price of $0.45 per Share, net to the seller
in cash, without interest and subject to any required tax
withholding, until 6:00 p.m., New York City time on April 26, 2023,
unless further extended. The tender offer was previously scheduled
to expire at 6:00 p.m., New York City time, on April 12, 2023. All
other terms and conditions of the tender offer remain unchanged.
Securities Transfer Corporation, the depositary
and paying agent for the tender offer, has indicated that, as of
6:00 p.m., New York City time, on April 12, 2023, approximately
17,738,529 Shares had been validly tendered into and not validly
withdrawn from the tender offer, representing approximately 48.3%
of the Shares then outstanding. Stockholders who have already
tendered their Shares into the tender offer do not have to
re-tender their Shares or take any other action as a result of the
extension of the expiration time of the tender offer.
Completion of the tender offer remains subject
to additional conditions described in the Tender Offer Statement on
Schedule TO (as amended or supplemented) filed by Purchaser and
Biosynex with the U.S. Securities and Exchange Commission (“SEC”)
on February 14, 2023.
Requests for documents and questions regarding
the tender offer may be directed to Alliance Advisors, LLC, the
Information Agent for the tender offer, by telephone (toll-free) at
866-620-7692 or by email at CEMI@allianceadvisors.com.
About Biosynex
Founded in 2005 and based in
Illkirch-Graffenstaden in Alsace, France, Biosynex is a major
player in public health with 380 employees. Biosynex designs,
manufactures and distributes Rapid Diagnostic Tests (RDTs) as well
as diagnostic equipment for healthcare professionals and the
general public, aiming to improve patient care through rapid
results and ease of use. As the leader in the RDT market in France,
Biosynex has complete control over its value chain thanks to its
technological platform, which can be adapted to numerous
applications and is suitable for different types of users such as
laboratories, hospitals, doctors and consumers. Driven by strong
values of innovation, Biosynex has a proactive vision of tomorrow’s
medicine focused on prevention, screening, emergency diagnosis and
rapid treatment. Learn more at www.biosynex.com.
Additional Information and Where to Find
It
This press release relates to a pending business
combination between Biosynex and Chembio. This press release is for
informational purposes only and does not constitute an offer to
purchase or a solicitation of an offer to sell shares of Chembio,
nor is it a substitute for any tender offer materials that the
parties have filed or will file with the SEC in connection with the
tender offer. CHEMBIO STOCKHOLDERS ARE URGED TO READ THE TENDER
OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE
SOLICITATION / RECOMMENDATION STATEMENT AND OTHER RELEVANT
DOCUMENTS THAT HAVE BEEN AND MAY BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO ANY OF THE FOREGOING DOCUMENTS
CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT HOLDERS OF CHEMBIO SECURITIES SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SECURITIES. The Solicitation/Recommendation Statement, the Offer to
Purchase, the related Letter of Transmittal and certain other
tender offer documents were sent to all of Chembio’s stockholders
at no expense to them. The tender offer materials and the
Solicitation / Recommendation Statement are also available for free
on the SEC’s website at www.sec.gov or from the information
agent named in the tender offer materials. Copies of the documents
filed with the SEC by Biosynex are available free of charge under
the News heading of Biosynex’s website at https://www.biosynex.com.
Copies of the documents filed with the SEC by Chembio will be
available free of charge under the SEC filings heading of the
Investors section of Chembio’s website at
https://chembio.com/investors.
Forward Looking Statements
This press release contains forward-looking
statements regarding the acquisition of Chembio Diagnostics, Inc.
by Biosynex SA. Forward-looking statements involve inherent risks
and uncertainties and you are cautioned that a number of important
factors could cause actual results to differ materially from those
contained in any such forward-looking statement. These statements
can otherwise be identified by the use of words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “feel,”
“forecast,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” “would,” “will,” and similar
expressions intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. The forward-looking statements contained in this
press release include, but are not limited to, statements related
to Biosynex’s and Chembio’s plans, objectives, expectations and
intentions with respect to the proposed transaction and the
combined company, the anticipated timing of the proposed
transaction, the conditions precedent to the closing of the
proposed transaction, and the potential impact the transaction will
have on Chembio or Biosynex and other matters related to either or
both of them. The forward-looking statements are based on
assumptions regarding current plans and estimates of management of
Biosynex and Chembio. Such management believes these assumptions to
be reasonable, but there is no assurance that they will prove to be
accurate.
Factors that could cause actual results to
differ materially from those described in this press release
include, among others: changes in expectations as to the closing of
the transaction including timing and changes in the method of
financing the transaction; the satisfaction of the conditions
precedent to the consummation of the proposed transaction
(including a sufficient number of Chembio shares being validly
tendered into the tender offer to meet the minimum condition); the
risk of litigation and regulatory action related to the proposed
transactions; expected synergies and cost savings are not achieved
or achieved at a slower pace than expected; integration problems,
delays or other related costs; retention of customers and
suppliers; and unanticipated changes in laws, regulations, or other
industry standards affecting the companies; and other risks and
important factors contained and identified in Biosynex’s and
Chembio’s filings with the SEC, including Chembio’s Quarterly
Reports on Form 10-Q and Annual Reports on Form 10-K.
The foregoing list of factors is not exhaustive.
Readers are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of the date hereof.
Readers are urged to carefully review and consider the various
disclosures, including but not limited to risk factors contained in
Chembio’s Annual Reports on Form 10-K and its quarterly reports on
Form 10-Q, as well as other filings it and Biosynex have filed with
the SEC. Forward-looking statements reflect the analysis of
management of Biosynex and Chembio as of the date of this press
release. Neither Biosynex nor Chembio undertakes to update or
revise any of these statements in light of new information or
future events, except as expressly required by applicable law.
For further information:
Biosynex Contacts:Larry
AbensurPrésident-Directeur
Généralinvestisseurs@biosynex.com
Julia BridgerListing Sponsor+33 1 44 70 20
84jbridger@elcorp.com
Gilles BroqueletCommunication financiere+ 33 1
80 81 50 00gbroquelet@capvalue.fr
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