Enzo Biochem acquired by Battery Ventures: fairness opinion by BroadOak Capital Partners
Deal terms
Opinion of BroadOak Capital Partners to the special committee
Discounted cash flow assumptions
Unlevered after-tax free cash flows for fiscal years ending July 31, 2026 through July 31, 2030. Terminal values from 1.0x-2.0x FY2030E revenue and 12.0x-16.0x FY2030E EBITDA. Midpoint of resulting range used with +/-20% sensitivity. Implied enterprise value reference ranges: $16.8mm-$25.2mm (revenue exit multiple) and $4.2mm-$6.3mm (EBITDA exit multiple), versus $21.2mm-$34.2mm implied by the $0.70 price. Forecast shows negative EBITDA until 2029 and negative unlevered FCF until 2030.
Selected public companies (5)
BICO Group AB · Cytek Biosciences, Inc. · Harvard Biosciences, Inc. · Maravai LifeSciences, Inc. · Standard BioTools Inc.
| Multiple | Peer low | Peer median | Peer high | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / LTM Revenue | 0.7x | 1.1x | 2.5x | 1.1x–1.4x | — |
| EV / CY2025E Revenue (applied to Company FY2026 revenue) | 0.7x | 1.1x | 3.2x | 1.1x–1.5x | — |
Selected precedent transactions (8)
| Date | Target | Acquirer | Multiple |
|---|---|---|---|
| 2025-04 | Akoya Biosciences | Quanterix | — |
| 2024-04 | NanoString Technologies | Bruker Corporation | — |
| 2024-02 | IBEX Technologies | BBI Group | — |
| 2023-08 | PhenomeX Inc. | Bruker Corporation | — |
| 2023-04 | Fitzgerald Industries (division of Trinity Biotech) | Biosynth Carbosynth | — |
| 2023-11 | Axel Semrau GmbH | Trajan Group Holdings | — |
| 2016-03 | Exiqon A/S | Qiagen NV | — |
| 2012-02 | SeraCare Life Sciences | Linden | — |
| Multiple | Low | Median | High | Range applied | Implied per share |
|---|---|---|---|---|---|
| EV / LTM Revenue (applied to FY2025E revenue) | 1.1x | 1.9x | 4.3x | 1.9x–2.3x | — |
| EV / FY2026E Revenue (LTM multiples discounted one year at Company WACC) | 1.1x | 1.9x | 4.3x | 1.8x–2.2x | — |
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Implied Enterprise Value of Transaction | BroadOak multiplied the $0.70 per share price by fully diluted shares to derive equity value and, using a net debt range of negative $2.9 million to $15.9 million (reflecting a $6.7 million legal settlement, cash burn, warrant cancellation, transaction costs and estimated legal obligations), derived an enterprise value range of $21.1 million to $34.2 million. | — |
| Selected Public Companies Analysis - implied enterprise values | Implied enterprise value reference ranges of $29.8mm-$36.7mm based on LTM revenue and $31.0mm-$40.9mm based on FY2026 revenue, compared to $21.2mm-$34.2mm implied by the $0.70 price. | — |
| Selected Precedent Transactions Analysis - implied enterprise values | Implied enterprise value reference ranges of $52.2mm-$62.4mm based on LTM revenue and $51.1mm-$61.0mm based on FY2026 revenue, compared to $21.2mm-$34.2mm implied by the $0.70 price. | — |
| Premiums Paid Analysis | Median premiums paid in the selected transactions of 29.5% (1-day), 26.1% (1-week) and 30.7% (1-month) applied to Enzo's June 18, 2025 closing price of $0.54, implying $0.70, $0.68 and $0.71 per share respectively; implied enterprise values of $21.1mm-$34.1mm, $20.2mm-$33.2mm and $21.5mm-$34.5mm. | $0.68–$0.71 |
Aggregate fee of approximately $1.75 million, of which a portion was payable upon delivery of the opinion to the Special Committee and $1.5 million is contingent upon consummation of the transaction; expense reimbursement and indemnification also provided.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $27.0M | $28.0M | $31.0M | $32.2M | $35.5M | 7.1% |
| Revenue growth | -1.8% | 3.7% | 10.7% | 3.9% | 10.2% | |
| EBITDA | $-10.3M | $-7.8M | $-4.9M | $-2.2M | $0.5M | — |
| EBITDA growth | — | — | — | — | — | |
| EBITDA margin | -38% | -28% | -16% | -7% | 1% | |
| Implied EV / EBITDA | — | — | — | — | 74.0x |
Year-1 growth is against LTM at announcement ($27.5M revenue, $-9.9M EBITDA); later years are year over year.
Management Projections covering fiscal years ending July 31, 2025 through July 31, 2030 were provided to the Special Committee, its advisors and Battery. Revenue grows from $27.0 million in FY2025E to $38.0 million in FY2030P, with EBITDA improving from negative $10.3 million in FY2025E to positive $2.2 million in FY2030P (EBITDA turns positive in FY2029 at $0.5 million). Net loss of $9.6 million in FY2025E improves to net income of $1.7 million in FY2030P. BroadOak's DCF used FY2026-FY2030 unlevered after-tax free cash flows from these management forecasts.
Process notes
Other Diagnostics / Life Sciences fairness opinions
- Exact Sciences / Abbott 2025 · 44.2x EV/EBITDA
- Akoya Biosciences / Quanterix 2025
- Lantheus / Curium 2026 · 14.1x EV/EBITDA
- BioLife Solutions / Repligen 2026 · 60.0x EV/EBITDA
- Personalis / Tempus 2026
- BIO-TECHNE / Merck 2026 · 26.2x EV/EBITDA
All Diagnostics / Life Sciences opinions → · BroadOak Capital Partners opinions