Quanterix to acquire Akoya Biosciences in an all-stock transaction

Quanterix (QTRX) and Akoya Biosciences (AKYA) announced a definitive merger agreement under which Quanterix will acquire Akoya in an all-stock transaction. The transaction is expected to generate approximately $40M in annual cost synergies by the end of 2026, with $20M expected to be realized within the first year following close. These cost savings will be driven primarily by the elimination of duplicative corporate structures, streamlined commercial infrastructure, increased operational efficiencies, process improvements and footprint optimization. The synergies will be additive to the cost savings initiatives already implemented by the two organizations. Quanterix’s previous cost initiatives combined with the expected cost synergies from the transaction are expected to accelerate its path to profitability, including generating positive free cash flow in 2026. For the trailing 12 months ending September 30, 2024, the combined company generated revenue of approximately $220M. With more than $300M in combined cash, Quanterix expects to have approximately $175M in cash with no expected debt at the time of closing, after accounting for debt repayment, transaction costs, and a $20M payment for its recently announced Emission acquisition. Under the terms of the agreement, which was approved by the boards of directors of both companies, Akoya shareholders will receive 0.318 shares of Quanterix common stock for each share of Akoya common stock owned. This represents a 19% premium to Akoya’s unaffected stock price on November 14, 2024, the last full trading day prior to Akoya’s announcement of its review of strategic alternatives. Following the close of the transaction, Quanterix shareholders will own approximately 70% of the combined company and Akoya shareholders will own approximately 30%, on a fully diluted basis. The transaction is expected to close in the second quarter of 2025, subject to approval by both companies’ shareholders, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and satisfaction of other customary closing conditions. Quanterix has entered into voting agreements supporting the transaction with certain shareholders owning more than 50% of Akoya’s common stock. Following close, Masoud Toloue will serve as CEO and Vandana Sriram will serve as CFO. The combined company will continue to operate under the Quanterix name. Upon closing, the Quanterix board will consist of nine members. Two current Quanterix directors will resign, and Quanterix will appoint two directors designated by Akoya from their current board.