MaxCyte to Buy Akron Bio for $151.8 Million, a Deal Larger Than Its Pre-Announcement Market Value
The cell-engineering firm will spend most of its cash, draw new MidCap debt, and issue 19.99% more shares for a reagent maker projected to earn $7-8 million in EBITDA this year.
MaxCyte (MXCT) agreed on Nov. 9 to buy Akron BioProducts, a supplier of GMP-grade reagents used in cell therapy manufacturing, from affiliates of Arcline Investment Management for total consideration the company puts at $151.8 million: $105.0 million in cash at closing, 20,639,733 new MaxCyte shares, and $20.0 million in guaranteed deferred payments, according to an 8-K filed Nov. 10.
That price is larger than MaxCyte itself. At the Nov. 9 close the company used to value the stock portion, its 103.2 million shares outstanding at Sept. 30 were worth about $134 million, roughly equal to the $132.7 million in cash and investments it reported at Sept. 30. The deal turns most of that cash, plus new debt, into Akron's reagent business.
What MaxCyte gets is a business it expects to generate about $28 million in revenue and $7 million to $8 million in EBITDA in 2026, with positive cash flow, according to the acquisition press release; those are management projections, not audited results. At the midpoint, the price works out to roughly 20 times Akron's projected EBITDA. MaxCyte, which raised its own 2026 revenue guidance to at least $34.5 million and lost $4.8 million in the third quarter, says the combination nearly doubles its revenue base.
MaxCyte says it will pay with cash on hand and new stock, and that a separate MidCap Financial facility of up to $75.0 million, with $22.0 million drawn at closing, will fund operations through profitability. It projects $40 million to $45 million in year-end cash if the deal closes, and pro forma cash burn below $10 million in 2027. The two $10 million deferred payments, due at the start of 2028 and 2029, can come due early on events including a change of control, payment default, insolvency, or acceleration of other debt.
The new shares equal 19.99% of the Sept. 30 share count, just under the 20% level at which Nasdaq rules generally require a shareholder vote on stock issued in an acquisition; the deal needs no stockholder approval. Arcline's shares carry a six-month lock-up. Closing requires antitrust clearance and is expected before year-end.
Sources
- 8-K: MAXCYTE, INC. (MXCT) — Item 1.01 — Material Agreement, Item 2.02 — Earnings Release, Item 7.01 — Regulation FD Disclosure
- MAXCYTE, INC.
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