A binding agreement to acquire substantially all NanoString assets for $220 million. Pending bankruptcy court approval
The agreement represents a major step towards fiscal restructuring, Provide continuity for customers and employees
Seattle, March 11, 2024–(BUSINESS WIRE)–NanoString Technologies, Inc. (OTC: NSTGQ) (“NanoString” or the “Company”), a leading provider of life science tools for discovery and translational research, today announced that it has entered into an agreement. announced. In partnership with Patient Square Capital (“Patient Square”), a prominent healthcare investment firm, Patient Square will act as a “chasing” bidder in conjunction with a court-supervised sales process. will play a role.
Under the terms of the agreement, Patient Square will acquire substantially all of the assets of the Company's global operations as a going concern for $220 million. The agreement is part of the sale process under Section 363 of the Bankruptcy Code and is subject to compliance with agreed and bankruptcy court-approved bidding procedures, allowing for the submission of a higher or better offer. Additionally, the transaction is subject to bankruptcy court approval and customary closing conditions, including the expiration of a 15-day waiting period under the Hart-Scott-Rodino Antitrust Act of 1976.
“This agreement with Patient Square provides continuity for our scientific customers and employees and is an important step in our financial restructuring,” said Brad Gray, President and CEO of NanoString. ''. “We believe Patient Square is committed to continuing his NanoString mission of mapping the world of biology and is ready to invest in our market-leading product roadmap. Masu.”
A court hearing to approve the stalking horse bid and bidding process is scheduled to be held on March 28, 2024 (subject to bankruptcy court availability). The Company has set a deadline for competing offers to be April 12, 2024 at 5:00 p.m. ET and is seeking a hearing to approve the sale on April 22, 2024. The asset purchase agreement and all related court documents11 relating to NanoString's branches are available at https://cases.ra.kroll.com/NanoString.
Additional information regarding the court-supervised reorganization process
Additional information about our court-supervised process, including court filings and other information, can be found on a separate website maintained by our claims agent, Kroll, at https://cases.ra.kroll.com/NanoString ) available at
The Company is represented by Willkie Farr & Gallagher LLP as counsel, AlixPartners LLP as restructuring advisor, and Perella Weinberg Partners LP as restructuring investment banker. Patient Square is represented by Kirkland & Ellis LLP as legal counsel and Greenhill & Co as investment banker.
About Patient Square Capital
Patient Square Capital (“Patient Square”) is a specialized healthcare investment firm with approximately $8 billion in assets under management as of December 31, 2023. The company partners with best-in-class management teams that improve health with products, services and technology. . Patient Square leverages deep industry expertise, an extensive network of relationships, and a partnership approach to help your company investments grow and prosper. Patient Square invests in companies that strive to improve the lives of patients, strengthen communities, and create a healthier world. For more information, please visit www.patientsquarecapital.com.
About nanostring
NanoString Technologies, a leader in spatial biology, provides an ecosystem of innovative discovery and translational research solutions that enable our customers to map the biological world.geomax® Digital Spatial Profiler is a flexible, consistent solution that combines the power of whole tissue imaging with gene expression and protein data for transcriptomics and proteomics across space. The CosMx™ Spatial Molecular Imager is a spatial multi-omics single-cell imaging platform that allows researchers to map single cells in their native environment to extract deep biological insights and new discoveries from a single experiment. I will make it possible. The AtoMx™ Spatial Informatics Platform is a cloud-based informatics solution with advanced analytics and global collaboration capabilities, enabling powerful insights into spatial biology anytime, anywhere.The basis of our investigation tool is nCounter® The analysis system provides a safe method to sensitively, accurately, and easily profile the expression of hundreds of genes, proteins, miRNAs, or copy number variations simultaneously. For more information, please visit www.nanostring.com.
Forward-looking statements
This press release contains statements that are or may be deemed to be “forward-looking statements.” In some cases, these forward-looking statements are identified by words such as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may” and similar words. You may be identified by the use of forward-looking terminology, including forward-looking terms. “,” “may,” “may,” “will,” “should,” “approximately,” or in each case, their negative or other variations, or equivalents. , but not all forward-looking statements contain these terms. These forward-looking statements reflect management's current beliefs and expectations made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Please note that forward-looking statements are not guarantees of future performance and our actual results cannot necessarily be guaranteed. Our business operations, financial condition and liquidity, and developments in the industries in which we operate, may differ materially from the forward-looking statements contained herein. The forward-looking statements made by the Company in this press release speak only as of the date of such statements, and the Company does not intend to use the forward-looking statements made by the Company in this press release to reflect events or circumstances after the date of this press release, or to reflect unanticipated events. We undertake no obligation to update such statements to reflect the occurrence of. event. NanoString's forward-looking statements in this press release include statements regarding NanoString's plans to sell assets pursuant to Chapter 11 of the U.S. Bankruptcy Code, the timing of such sales, and its ability to satisfy closing conditions. , but not limited to. NanoString intends to continue operations during the Chapter 11 litigation. NanoString believes that the sale process is in the best interest of the company and its stakeholders. and other statements regarding NanoString's strategy, future operations, performance and prospects. These forward-looking statements are based on our current expectations and beliefs regarding future developments and their potential effects. There can be no assurance that future developments affecting NanoString will be as anticipated. These forward-looking statements are subject to a number of risks, uncertainties, some of which may cause actual results or performance to differ materially from those expressed or implied by these forward-looking statements. (are beyond NanoString's control) or other assumptions. These risks and uncertainties include, but are not limited to, risks related to the potential adverse impact of a Chapter 11 filing on NanoString's liquidity and results of operations; changes in NanoString's ability to meet its financial obligations and maintain contracts essential to its operations during the Chapter 11 process; Chapter 11 Process Results and Timing and Potential Asset Sale. the effect of the Chapter 11 filing and potential asset sales on NanoString's relationships with vendors, regulators, employees and other third parties; litigation that may be brought by third parties in connection with the Chapter 11 process or potential asset sales; uncertainty regarding filing in bankruptcy court for a sale of NanoString's assets or other conditions to a potential asset sale; the timing or amount of any distributions to NanoString stakeholders;
NanoString, NanoString Technologies, the NanoString logo, GeoMx, CosMx, AtoMx, and nCounter are trademarks or registered trademarks of NanoString Technologies, Inc. in various jurisdictions.
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