WARREN, N.J., Aug. 17, 2017 /PRNewswire/ -- Roka
Bioscience, Inc. (NASDAQ: ROKA), a molecular diagnostics company
focused on providing advanced testing solutions for the detection
of foodborne pathogens, today announced that it has entered into an
asset purchase agreement with Rokabio, Inc., a newly formed,
wholly-owned subsidiary of Institute for Environmental Health, Inc.
("IEH"), for the sale of substantially all of the assets of Roka
Bioscience in an all-cash transaction for an aggregate purchase
price of $17.5 million, subject to
certain adjustments set forth in the asset purchase
agreement. IEH's focus is to provide comprehensive risk
management services to the food industry. In addition, the IEH
family of companies is involved in the production and distribution
of reagents, supplies, test kits and equipment to food testing
laboratories and food companies. The IEH group operates
in the U.S., Canada, Mexico, Germany, Austria, England, China and Australia.
The closing of the transactions contemplated by the asset
purchase agreement is subject to certain customary conditions,
including the receipt of consent of Roka Bioscience's lender and
approval by the stockholders of Roka Bioscience of the transactions
contemplated by the asset purchase agreement. As part of the
transaction, Roka Bioscience will be required to make a
$2.5 million milestone payment
pursuant to its license agreement. The asset sale is the
initial step in a contemplated liquidation of Roka Bioscience.
Stockholder approval will also be required for the plan of
liquidation.
"The announcement of this asset sale follows an extensive review
of a range of strategic alternatives for Roka Bioscience, including
obtaining further financing to continue as an independent entity
and exploring the possibility of mergers and acquisitions," said
Mary Duseau, Chief Executive Officer
of Roka Bioscience. "This transaction represents the conclusion of
a thorough process. We believe that the asset sale and
anticipated liquidation will provide the greatest value to our
stockholders."
Pursuant to the terms of the asset purchase agreement, Roka
Bioscience is required to provide transition services to the buyer
through no later than December 31,
2017, with the intention of ensuring a successful transition
of Roka Bioscience's business to the buyer. Assuming
stockholder approval, liquidating distributions, in an amount to be
determined, are expected to begin shortly after the completion of
the transition services period.
Roka Bioscience cannot assure you that the conditions to the
closing of the transactions contemplated by the asset purchase
agreement will be satisfied, or that the transactions will be
completed. In the event Roka Bioscience does not successfully
complete the transactions contemplated by the asset purchase
agreement or complete a transaction resulting from a superior
proposal (as described in the asset purchase agreement), Roka
Bioscience will have limited options for financing its ongoing
operations and will likely cease its operations or file for
bankruptcy protection.
About Roka Bioscience
Roka Bioscience, Inc. is a molecular diagnostics company focused
on developing and commercializing advanced testing solutions for
the food safety testing market. Our Atlas® Detection Assays
incorporate our advanced molecular technologies and are performed
on our "sample-in, result out" Atlas System that automates all
aspects of molecular diagnostic testing on a single, integrated
platform. The Atlas System and Detection Assays are designed to
provide our customers with accurate and rapid test results with
reduced labor costs and improved laboratory efficiencies. For more
information, visit https://www.rokabio.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 and the Private
Securities Litigation Reform Act, as amended (the "Exchange Act"),
including those related the sale of its assets and the amount of
liquidating distributions available for distribution to
stockholders. These forward-looking statements include statements
regarding Roka Bioscience's future prospects, including: (1) the
approval of the asset sale and plan of liquidation by Roka
Bioscience's stockholders; (2) Roka Bioscience's ability to
consummate the sale of its assets; (3) Roka Bioscience's ability to
satisfy its creditors out of the proceeds of the foregoing
transaction and other available resources; (4) Roka Bioscience's
estimate of aggregate distribution amounts; and (5) Roka
Bioscience's ability to distribute any remaining cash to its
stockholders. These statements relate to future events and
involve known and unknown risks, uncertainties and other factors
that could cause our actual results, levels of activity,
performance or achievement to differ materially from those
expressed or implied by these forward looking statements. There are
a number of important factors that are out of Roka Bioscience's
control and could cause actual results to differ materially from
those indicated by such forward-looking statements including our
ability to satisfy the closing conditions and consummate the asset
sale, our ability to operate efficiently and minimize costs during
the transition period and prior to liquidation, our ability to wind
up our business efficiently, if the plan of liquidation is approved
by our stockholders, and the risk factors set forth in the
company's filings with the Securities and Exchange Commission. We
expressly disclaim any obligation to update any forward-looking
statements, except as may be required by law. Given these
uncertainties, you should not place undue reliance on these
forward-looking statements. These forward-looking statements
represent our estimates and assumptions only as of the date of this
press release and, except as required by law, we undertake no
obligation to update or review publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise after the date of this press release.
Additional Information About the Asset Sale and the Plan of
Liquidation
Roka Bioscience intends to hold a special meeting of its
stockholders to approve the transaction. In connection with seeking
stockholder approval, Roka Bioscience intends to file with the
Securities and Exchange Commission ("SEC") a proxy statement and
other documents regarding the asset sale and the plan of
liquidation referred to in this press release.
Stockholders are urged to read the proxy statement when it
becomes available because it will contain important information
about the transaction and the plan of liquidation. A
definitive proxy statement will be sent to the stockholders of Roka
Bioscience seeking their approval of the asset sale and the plan of
liquidation. Stockholders may obtain a free copy of the proxy
statement, when it is available, and other documents filed by Roka
Bioscience with the SEC at the SEC's Web site at www.sec.gov, or by
directing a request to Shareholder Services, Roka Bioscience, Inc.,
20 Independence Blvd., Fourth Floor, Warren, New Jersey 07059.
Participants in the Solicitation
Roka Bioscience's directors, executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies from stockholders in
respect of the transaction. Information regarding our directors and
executive officers is available in our Annual Report on Form 10-K,
filed with the SEC on March 20, 2017.
Additional information regarding the interests of such potential
participants, if any, will be included in the proxy statement and
the other relevant documents filed with the SEC when they become
available.
Investor or Media related inquiries please contact:
Investor Contact:
Roka Bioscience, Inc.
ir@rokabio.com
855-ROKABIO (855-765-2246)
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SOURCE Roka Bioscience, Inc.