BOTHELL – Shareholders of Bothell-based Epoch Biosciences and Nanogen Inc. voted overwhelmingly Wednesday to combine the two makers of molecular testing products. The deal would be worth nearly $100 million.
The votes on Nanogen’s buyout of Epoch came a week later than originally scheduled. A Dec. 8 vote was canceled because Nanogen didn’t have a majority of shareholders represented.
“There were so many small shareholders in Nanogen’s case … it just took time finding people,” said Robert Saltmarsh, Nanogen’s vice president of corporate development, from the company’s headquarters in San Diego.
When Nanogen tallied the votes at this week’s meeting, 17.3 million shares were represented, well above the 16.7 million required. Epoch investors also ratified the deal. Both companies reported that 90 percent to 95 percent of the votes favored the merger.
The deal should completed today with the signing of documents and other formalities. By Friday, Epoch’s stock is scheduled to stop trading.
“We’re obviously pleased,” Saltmarsh said after Wednesday’s votes. “We think it will be beneficial for both companies and shareholders.”
Epoch shareholders will receive almost a half-share of Nanogen for each Epoch share they own.
When Nanogen first announced its intent to acquire Epoch in September, the stock deal was valued at $58 million. Since then, both companies have seen their stock rise appreciably. Based on closing prices Wednesday, the deal’s value has increased to about $99 million, said Bert Hogue, Epoch’s chief financial officer.
“There should be some happy Epoch shareholders,” Saltmarsh said.
Hogue and Saltmarsh agreed that combining day-to-day operations should be a relatively smooth process. Epoch and Nanogen serve similar customers and have collaborated in the past.
“We have similar views of the world on market opportunities and how to capitalize on those,” Hogue said, adding that Nanogen’s sales force already is selling Epoch products.
A few jobs in Epoch’s administration and sales operations will be eliminated, but the company’s research and development and manufacturing departments in Bothell are expected to remain intact under Nanogen. In the end, Nanogen will have about 210 employees in the San Diego and Bothell offices.
Reporter Eric Fetters: 425-339-3453 or fetters@heraldnet.com.
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