Chembio Diagnostics, Inc. (Nasdaq: CEMI), a leading point-of-care
diagnostics company focused on infectious diseases, today released
the following letter to stockholders concerning the pending tender
offer by Biosynex SA.
April 19, 2023
Fellow Chembio Stockholders,
We strongly urge you to tender your shares of
common stock of Chembio Diagnostics Inc. (“Chembio”) in the tender
offer being made by Biosynex SA (“Biosynex”) and its affiliates.
The tender offer is the first step in a proposed merger between
Chembio and Biosynex. Biosynex has agreed to pay $0.45 per share in
cash to each of our stockholders who tender their shares prior to
the expiration of the tender offer. The tender offer expires at
6:00 p.m. New York City time on April 26, 2023.
Biosynex previously announced extensions of the
tender offer until 6:00 p.m., New York City time, on March 28,
2023, and until 6:00 p.m., New York City time, on April 12, 2023.
As of 6:00 p.m., New York City time, on April 12, 2023,
approximately 17,738,529 shares had been validly tendered and not
validly withdrawn from the tender offer, representing approximately
48.3% of the shares then outstanding.
On April 13, 2023, Biosynex announced a
third extension of the tender offer until 6:00 p.m., New York City
time, on April 26, 2023. If less than a majority of the outstanding
shares of Chembio common stock are tendered, the tender offer will
not be completed and Chembio will not merge with Biosynex. Biosynex
is not required to further extend the tender offer and may
terminate the tender offer and the merger agreement if more than
50% of the outstanding shares are not validly tendered by 6:00
p.m., New York City time, on April 26, 2023.
Chembio management and the Board of Directors
strongly support the tender offer and merger with Biosynex. We
believe it is in the best interest of our stockholders and
recommend that you tender your shares as soon as possible.
We urge you to tender your shares today!
How to Tender Your Shares:
If you hold shares of Chembio common stock
through a broker, dealer, commercial bank, trust company or other
nominee, instruct such broker or other nominee to tender your
shares. Please do so promptly to allow sufficient time to
meet any broker processing deadlines before the tender offer
expiration at 6:00 p.m., New York City time, on April 26,
2023. Do not wait until the tender offer expires
to tender your shares.
Contact Information for Commonly Used
Brokers:
-
Call TD Ameritrade at 888-723-8504, option 1
-
Call Fidelity at 800-343-3548
-
Call E-Trade at 1-800-387-2331
-
Contact Robinhood at https://robinhood.com/contact
- To participate,
please include the stock symbol for the offer
(CEMI) and the number of shares you’d like to
participate with.
-
If your broker is not listed above, please contact your broker’s
customer service department and ask to speak with Corporate
Actions. From here, you should be directed to someone who
can help you.
-
Chembio stockholders who hold shares directly or in registered name
can follow the instructions in the materials mailed to you.
-
Stockholders should contact the Information Agent, Alliance
Advisors with any questions or to request documents and
assistance at 866-620-7692 or email
CEMI@allianceadvisors.com.
If you were unable to previously tender
your shares due to processing deadlines from your broker, you may
tender your shares during the extension period. Please act as soon
as possible to ensure you can tender your shares on time.
Chembio stockholders who have previously tendered their shares do
not need to re-tender their shares or take any other action as a
result of the extension of the tender offer.
On behalf of myself, the executive team and the
Board of Directors, we strongly support the merger with Biosynex.
We ask our stockholders to show their support for the merger
between Chembio and Biosynex by tendering their shares by April 26,
2023 as outlined above. Thank you for your continued support of
Chembio.
Sincerely,
Richard L. EberlyPresident and Chief Executive Officer
About Chembio Diagnostics
Chembio is a leading diagnostics company focused
on developing and commercializing point-of-care tests used to
detect and diagnose infectious diseases, including sexually
transmitted disease, insect vector and tropical disease, COVID-19
and other viral and bacterial infections, enabling expedited
treatment. Coupled with Chembio's extensive scientific expertise,
its novel DPP technology offers broad market applications beyond
infectious disease. Chembio's products are sold globally, directly
and through distributors, to hospitals and clinics, physician
offices, clinical laboratories, public health organizations,
government agencies, and consumers. Learn more
at www.chembio.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 U.S. Securities and
Exchange Commission (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 THAT ARE OR 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 are 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, the
anticipated timing of the proposed transaction, the conditions
precedent to the closing of the proposed transaction 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);
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.
Contact:Philip TaylorGilmartin
Group415-937-5406investor@chembio.com
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