RINCON, Puerto Rico, May 23, 2025
/PRNewswire/ -- Kent Lake PR LLC ("Kent
Lake"), a holder of approximately 6.9% of the outstanding
common stock of Quanterix Corporation ("Quanterix" or the
"Company") (NASDAQ: QTRX), today issued the following statement
regarding the Company's Post-Effective Amendment to its S-4
registration statement and Akoya Biosciences' ("Akoya") (NASDAQ:
AKYA) disclosure of an unsolicited all-cash offer at $1.40-per-share.
"Quanterix's amended merger terms (the "Amended Merger
Agreement"), structured to avoid a shareholder vote, already commit
the company to pay $20 million in
cash alongside 8.4 million newly issued shares in its misguided
pursuit of Akoya. On May 20, 2025,
Akoya disclosed an unsolicited third-party all-cash tender offer at
$1.40-per-share, a 22% premium over
Akoya's 30-day VWAP and Quanterix's implied offer price under the
Amended Merger Agreement. To match this clearly superior proposal,
Quanterix would need to increase its cash consideration by an
additional $20 million.
The Quanterix Board must not double down on this
value-destructive merger.
At approximately $4.75-per-share,
Quanterix trades at a material discount to its net cash position,
reflecting investor concerns over the significant value destruction
resulting from this transaction. The post-effective amendment filed
by Quanterix clearly acknowledges stockholder opposition as a key
driver behind renegotiating the merger terms, ultimately leading to
the removal of the shareholder voting requirement:1
- "…Dr. Toloue had communicated…that some of Quanterix's
largest stockholders expressed concerns that the market had
deteriorated…and, as a result, no longer intended to vote in
favor of the share issuance contemplated in the Original Merger
Agreement."
- "Representatives of Spotlight conveyed their estimation that
the likelihood of obtaining Quanterix stockholder approval for
the share issuance on the terms set forth in the Original Merger
Agreement was low."
- "…the Akoya Strategic Transactions Committee discussed the
high degree of risk that the conditions to the closing of the
transaction, on the terms contemplated in the Original Merger
Agreement, would not be satisfied, and therefore that the
transaction would not be consummated."
At this point, we believe the pursuit of an alternative
competitive proposal by the Quanterix Board would place Quanterix's
balance sheet at significant risk.
Dr. Toloue promises the combined company will break even in
2026, but his projections have already been missed twice in 2025
and cannot be relied upon. Simple math does not support his claims
for break-even in 2026, given the combined companies are currently
burning over $80 million. Even if he
achieves the $55 million in synergies
he promises, it will still leave Quanterix burning $25 million in 2026. Counting on significant
revenue growth in 2026 is far too risky given the proposed 2026 NIH
budget cuts.
If Quanterix raises its cash offer for Akoya, that will create
significant balance sheet risk during a period of industry turmoil
and would represent a fiduciary breach by the Quanterix Board.
Additionally, if the Board further pursues Akoya, they should
understand they are doing so against the will of their own
shareholders.
Quanterix currently has an enterprise value of negative
$80 million. While Dr. Toloue
continues to blame the macro environment for Quanterix's share
price decline, we challenge him to identify any other life science
tools company generating over $100
million in revenue and trading at a negative enterprise
value. This proves that investors see value destruction, not value
creation, in the Akoya deal. If the Board chooses to ignore this
strong market signal yet again, it demonstrates they are continuing
to act against the expressed views of their largest shareholders,
as well as the market overall.
In response to this clearly superior third-party proposal for
Akoya, we call upon the Quanterix Board to allow Akoya to accept a
superior proposal without increasing the purchase consideration
offered by Quanterix. Increasing the Akoya purchase
consideration in any way while simultaneously denying Quanterix
shareholders their right to vote on the Merger, which the Board
knows Quanterix shareholders do not support, and puts Quanterix's
balance sheet further at risk, would represent a breach of
fiduciary duty.
Additionally, if the Quanterix Board undervalues their own
shares to such an extent that they are willing to weaken their
balance sheet significantly and issue shares at a negative
enterprise value to acquire a struggling Akoya, they should instead
run a strategic alternatives process on Quanterix and sell the
company to the highest bidder."
About Kent Lake
Kent Lake Partners LP is an investment fund founded by
Ben Natter in 2019 with a focus on
small and mid-capitalization public equities, particularly in the
healthcare space. Mr. Natter has over a decade of successful public
healthcare equity investing experience.
Certain Information Concerning the Participants
Kent Lake Partners LP ("Kent Lake Partners"), together with the
other Participants (as defined below), intends to file a
preliminary proxy statement and an accompanying GOLD universal
proxy card with the Securities and Exchange Commission ("SEC") to
be used to solicit votes for, among other matters, the election of
its slate of highly-qualified director nominees at the 2025 annual
meeting of stockholders of Quanterix Corporation, a Delaware corporation (the "Company").
KENT LAKE PARTNERS STRONGLY ADVISES ALL SHAREHOLDERS OF THE
COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS,
INCLUDING ITS GOLD PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL
BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY
SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT
CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are currently
anticipated to be Kent Lake Partners, Kent Lake PR LLC ("Kent Lake
PR") and Benjamin Natter
(collectively, the "Kent Lake Parties"); and Alexander G. Dickinson, Bruce Felt and Hakan
Sakul (the "Kent Lake Nominees" and collectively with the
Kent Lake Parties, the "Participants").
As of the date hereof, Kent Lake Partners directly beneficially
owned 2,688,472 shares of the Company's Common Stock, $0.001 par value per share (the "Common Stock").
Kent Lake PR, as the investment adviser and as the general partner
to Kent Lake Partners, may be deemed to beneficially own the
2,688,472 shares of Common Stock beneficially owned by Kent Lake
Partners. Mr. Natter, as the Managing Member of Kent Lake PR, may
be deemed to beneficially own the 2,688,472 shares of Common Stock
beneficially owned by Kent Lake Partners. None of the Kent Lake
Nominees beneficially own any shares of Common Stock. All of the
foregoing information is as of the date hereof unless otherwise
disclosed.
Investor Contacts
Ben Natter, 415-237-0007
info@kentlakecap.com
Saratoga Proxy Consulting LLC
John Ferguson / Ann Marie
Mellone
212-257-1311 / 888-368-0379
info@saratogaproxy.com
1 Amended Background to the Merger, beginning on page
222 of the Post-Effective Amendment, filed May 21, 2025.
View original
content:https://www.prnewswire.com/news-releases/kent-lake-responds-to-quanterixs-post-effective-amendment-and-akoyas-superior-1-40-per-share-alternative-proposal-302464489.html
SOURCE Kent Lake PR LLC