Akoya Biosciences acquired by Quanterix: fairness opinion by Perella Weinberg Partners and Goldman Sachs
Deal terms
Each share of Akoya Common Stock converted into the right to receive 0.318 shares of Quanterix Common Stock; cash in lieu of fractional shares. Implied offer price of $3.73 per Akoya share based on the Quanterix closing price of $11.73 on January 8, 2025 (Akoya closing price $2.66).
Implied value per share by method vs. $3.73 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Perella Weinberg Partners to the target board
Discounted cash flow assumptions
Akoya implied value per share: Akoya Street Estimates $0.85-$1.78; Akoya Mgmt. (15%-35% PTS) Case $4.66-$10.25; Akoya Mgmt. (Excl. CDx) Case $3.27-$5.13. Quanterix implied value per share: Street Estimates $10.39-$15.25; Mgmt. RUO Case $13.18-$17.82; Mgmt. Base Case $20.62-$30.45; Mgmt. Upside Case $31.32-$49.06. Implied exchange ratio ranges: 0.0814x-0.1168x (Street/Street); 0.2258x-0.3365x (Akoya 15-35% PTS / Quanterix Base); 0.1487x-0.2089x (Akoya 15-35% PTS / Quanterix Upside); 0.2479x-0.2879x (Akoya Excl. CDx / Quanterix RUO). Assumed Akoya standalone would need to raise $75 million of equity at a 20% discount with 6% issuance fee, $25 million used to pay down debt; no value attributed to NOLs.
Selected public companies (7)
908 Devices Inc. · Cytek Biosciences, Inc. · Oxford Nanopore Technologies plc · Pacific Biosciences of California, Inc · Quantum-Si Incorporated · Seer, Inc. · Standard BioTools Inc.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / 2024E Revenue (Akoya; Akoya Mgmt. (100% PTS) Case) | -11.9x | 3.2x | 62.3x | 2.3x–2.8x | $2.39–$2.86 |
| EV / 2025E Revenue (Akoya; Akoya Mgmt. (100% PTS) Case) | -8.6x | 2.9x | 22.6x | 2.0x–2.5x | $2.88–$3.53 |
| EV / 2024E Revenue (Quanterix; Quanterix Mgmt. Base Case) | -11.9x | 3.2x | 62.3x | 2.3x–2.8x | $14.75–$16.45 |
| EV / 2025E Revenue (Quanterix; Quanterix Mgmt. Base Case) | -8.6x | 2.9x | 22.6x | 2.0x–2.5x | $14.62–$16.51 |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Historical Share Price Analysis (52-week trading range) | For reference only: 52-week intraday range ending January 8, 2025 of $1.88-$6.31 for Akoya Common Stock and $9.87-$29.70 for Quanterix Common Stock, implying an exchange ratio range of 0.1905x to 0.2125x, compared to the 0.3180x Exchange Ratio and the 0.2268x At Market Implied Exchange Ratio. | $1.88–$6.31 |
| Research Analyst Price Targets | For reference only: five Wall Street analyst price targets each for Akoya ($3.00-$5.00) and Quanterix ($15.00-$28.00), implying an exchange ratio range of 0.1786x to 0.2000x versus the 0.3180x Exchange Ratio. | $3.00–$5.00 |
Aggregate fee of approximately $3.5 million contingent upon consummation of the Merger; $1 million opinion fee payable on delivery of opinion, fully credited against the transaction fee. PWP also entitled to a fee equal to 10% of any break-up fee Akoya may receive, and may be entitled to a fee if Akoya engages in a capital raising transaction if the Merger is not completed.
Opinion of Goldman Sachs to the acquirer board
Discounted cash flow assumptions
Standalone Quanterix illustrative equity value per share of $35.73-$46.20; pro forma for the Merger (including synergies and pro forma NOLs) $40.24-$52.87. Mid-year convention, discounted to present value as of December 31, 2024; present value of Quanterix NOLs 2025-2033 added.
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Illustrative Discounted Cash Flow Analysis — Quanterix Pro Forma | Using the Quanterix Pro Forma Projections (including Quanterix Synergy Projections), discount rates of 12.0%-15.0% and terminal year exit EV/EBITDA multiples of 11.0x-12.0x, Goldman Sachs derived illustrative pro forma equity values per share of Quanterix Common Stock of $40.24 to $52.87. | $40.24–$52.87 |
Engagement letter dated September 26, 2024; transaction fee estimated at approximately $4 million, all contingent upon consummation of the transaction. Opinion delivered to the Quanterix Board that the 0.318 Exchange Ratio was fair from a financial point of view to Quanterix.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $133M | $184M | $245M | $338M | $422M | 33.5% |
| Revenue growth | 54.7% | 38.3% | 33.2% | 38.0% | 24.9% | |
| EBITDA | $-9.0M | $20.0M | $59.0M | $97.0M | $118M | — |
| EBITDA growth | — | — | 195.0% | 64.4% | 21.6% | |
| EBITDA margin | -7% | 11% | 24% | 29% | 28% | |
| Implied EV / EBITDA | — | 14.3x | 4.9x | 3.0x | 2.4x |
Year-1 growth is against LTM at announcement ($86.0M revenue, $-32.0M EBITDA); later years are year over year.
Akoya management prepared standalone projections for 2025-2029, extrapolated through 2034, in three scenarios: (100% PTS) Case with revenue of $118M in 2025 rising to $1,055M in 2034 (EBITDA -$16M to $399M); (15%-35% PTS) Case with revenue of $109M in 2025 to $561M in 2034 (EBITDA -$16M to $179M); and (Excl. CDx) Case with revenue of $106M in 2025 to $401M in 2034 (EBITDA -$16M to $110M). Quanterix management prepared standalone projections for 2025-2029 extrapolated through 2033, showing revenue of $155M in 2025 growing to $1,850M in 2033 with EBIT of -$44M rising to $328M and unlevered free cash flow of -$48M to $104M; Quanterix also prepared Quanterix Management Adjusted Akoya Projections (revenue $87M in 2025 to $645M in 2033), synergy estimates of approximately $40M annually by end of 2026 ($20M within the first year), and Pro Forma Projections for 2025-2033. PWP also used Wall Street consensus (Street) estimates for both companies, and Quanterix Mgmt. RUO, Base and Upside cases.
Process notes
Other Diagnostics / Life Sciences fairness opinions
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