Subject: Exciting Next Step for Chembio! Dear Chembio Colleagues,
Exhibit 99.2
Subject: Exciting Next Step for Chembio!
Dear Chembio Colleagues,
Today marks the beginning of an exciting next step for Chembio! As just announced publicly, we have entered into a definitive agreement to be acquired by Biosynex SA (“Biosynex”), under which Biosynex, through a
subsidiary, will acquire Chembio for $0.45 per share, representing a premium of 27% compared to the closing price of Chembio stock on January 30, 2023, in an all-cash transaction valued at $17.2 million. More details are included in the press
release [insert hyperlink] issued today.
The acquisition combines two leading rapid diagnostic test companies. Each company specializes in the development, manufacturing and marketing of point-of-care diagnostic tests for the professional and at home markets.
Our focus is on infectious disease assays covering sexually transmitted infections, respiratory viruses and fever and tropical disease, built on the DPP, SURE CHECK and STAT-PAK proprietary, accurate and easy-to-use technology platforms. Biosynex,
based in France, provides pharmacies and professional healthcare settings with a diversified portfolio of rapid tests covering different market segments including infectious disease and women’s health tests, Point of Care devices and molecular
diagnostics systems. The acquisition is expected to close by the end of the first quarter of 2023 subject to customary closing conditions. Following completion of the acquisition, Biosynex will operate Chembio and its 100% owned German, Brazil and
Malaysia subsidiaries as a wholly owned group.
The backing of Biosynex will enable Chembio to secure its financial needs and the synergies expected from this operation are aiming at returning the business to profitability which benefits customers, employees and
patients, while creating value as the combined company can offer the expertise, scale and resources to expand the impact of Chembio’s technology.
Next Steps – Town Hall Meetings
Please join me along with other members of Executive Leadership team tomorrow for Town Hall meetings. An invite will be sent out shortly.
As for next steps, we expect to complete this combination with Biosynex by the end of the first quarter of 2023, subject to customary closing conditions. I want to emphasize that until then, Chembio and Biosynex will
continue to operate as separate companies, and it’s business as usual. Your role and day-to-day responsibilities remain unchanged, and we’re counting on you to continue building on the strong momentum we have underway. We’re also committed to
keeping you informed as best we can throughout this process. An FAQ is also attached in this email and feel free to direct any questions to your respective Executive Leadership Team manager. Until the transaction is completed, we continue as a
public company and all company guidelines must continue to be followed.
Today’s announcement is a testament to the incredible people and technology at Chembio. It’s due to your dedication to serving our customers and delivering quality products - every single day! I couldn’t be prouder of the
company we have built together and excited for Xxxxxxx’s future.
Best Regards,
Xxxx
People Managers: Please provide copies to your direct reports that do not have email access – Thanks.
Additional Information and Where to Find It
This communication relates to a pending business combination between Biosynex and Chembio. The tender offer referenced in this communication has not yet commenced. This communication is for informational purposes
only and does not constitute an offer to purchase or a solicitation of an offer to sell shares of Chembio, nor is it a substitute for any tender offer materials that the parties will file with the U.S. Securities and Exchange Commission (the
“SEC”) upon commencement of the tender offer. At the time the tender offer is commenced, Biosynex and its acquisition subsidiary will file a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and
related documents, and Chembio will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Each of Biosynex and Chembio also plan to file other relevant documents with the SEC regarding the
proposed transaction. CHEMBIO STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION / RECOMMENDATION STATEMENT AND
OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO ANY OF THE FOREGOING DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF CHEMBIO
SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Solicitation/Recommendation Statement, the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents will be
sent to all of Chembio’s stockholders at no expense to them. The tender offer materials and the Solicitation / Recommendation Statement will also be made available for free on the SEC’s website at xxx.xxx.xxx or from the information agent named in the tender offer materials. Copies of the documents filed with the SEC by Biosynex will be available free of charge under the News heading of Biosynex’s website at xxxxx://xxx.xxxxxxxx.xxx.
Copies of the documents filed with the SEC by Chembio will be available free of charge under the SEC filings heading of the Investors section of Chembio’s website at xxxxx://xxxxxxx.xxx/xxxxxxxxx.
Cautionary Statement Regarding Forward Looking Statements
This communication 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. Forward-looking statements involve inherent
risks and uncertainties and you are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. These statements can otherwise be identified by the use
of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “feel,” “forecast,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “would,” “will,” and similar expressions intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. The forward-looking statements contained in this communication include, but are not limited to, statements related to Biosynex’s and
Xxxxxxx’s plans, objectives, expectations and intentions with respect to the proposed transaction and the combined company, the anticipated timing of the proposed transaction, the conditions precedent to the closing of the proposed transaction,
and the potential impact the transaction will have on Chembio or Biosynex and other matters related to either or both of them. The forward-looking statements are based on assumptions regarding current plans and estimates of management of Biosynex
and Chembio. Such management believes these assumptions to be reasonable, but there is no assurance that they will prove to be accurate.
Factors that could cause actual results to differ materially from those described in this communication include, among others: changes in expectations as to the closing of the transaction including timing and changes in
the method of financing the transaction; the satisfaction of the conditions precedent to the consummation of the proposed transaction (including a sufficient number of Chembio shares being validly tendered into the tender offer to meet the
minimum condition); the risk of litigation and regulatory action related to the proposed transactions; expected synergies and cost savings are not achieved or achieved at a slower pace than expected; integration problems, delays or other related
costs; retention of customers and suppliers; and unanticipated changes in laws, regulations, or other industry standards affecting the companies; and other risks and important factors contained and identified in Chembio’s filings with the SEC,
including its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.
The foregoing list of factors is not exhaustive. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. Readers are urged to carefully review and
consider the various disclosures, including but not limited to risk factors contained in Chembio’s Annual Reports on Form 10-K and its quarterly reports on Form 10-Q, as well as other filings with the SEC. Forward-looking statements reflect the
analysis of management of Biosynex and Xxxxxxx as of the date of this communication. Neither Biosynex nor Chembio undertakes to update or revise any of these statements in light of new information or future events, except as expressly required by
applicable law.
