Chembio merger in doubt as shareholders refuse to sell their stock
Shareholders of Chembio Diagnostics Inc. haven’t yet agreed to a proposed merger with a French firm, despite warnings that the Medford test maker could file for bankruptcy or even close permanently if the deal is not approved, according to securities filings on Wednesday.
The proposed buyer, Biosynex SA in France, announced that it has extended the deadline for Chembio shareholders to tender their shares for a second time. They now have until 6 p.m. on April 12.
Only 38.5% of shares in Chembio had been tendered by Tuesday’s deadline, which is only about three percentage points more than had been tendered by the first deadline of March 14.
The $17.2 million deal can only be consummated if more than 50% of Chembio shares are tendered.
Chembio shareholders appear to be holding out for an offer that’s higher than the 45 cents per share from Biosynex.
Two law firms that specialize in shareholder-rights litigation have questioned the merger, saying Biosynex isn’t paying enough for Chembio, which manufactures and sells rapid diagnostic tests for HIV, syphilis, COVID-19 and other infectious diseases.
Halper Sadeh LLC in Manhattan and Kahn Swick & Foti LLC in New Orleans are advertising for Chembio shareholders to contact them “if you believe that this transaction undervalues the company.”
Chembio’s stock has traded between 19 cents and $1.24 per share in the past year. It closed at 43 cents on Wednesday in trading on the NASDAQ stock market.
In a March 28 letter to shareholders, Chembio CEO Richard L. Eberly said the company “faces ongoing operational and financial challenges if it stays an independent company as a result of not enough shares being tendered in the offer [from Biosynex] … We may be forced to pursue bankruptcy” when Chembio’s debt-financing agreement expires on Sept. 3, he said.
On Wednesday, Chembio reported a loss of $23.3 million for last year on revenue of $49.5 million. It also said it had 188 employees, down from 337 in 2021.