Biosynex SA (ENXTPA:ALBIO) entered into a definitive merger agreement to acquire Chembio Diagnostics, Inc. (NasdaqCM:CEMI) from Perceptive Advisors LLC and others for $17.2 million on January 31, 2023. Under the terms of the merger agreement, Biosynex will initiate a tender offer to acquire all outstanding shares of Chembio. Biosynex will acquire Chembio for $0.45 per share, in an all-cash transaction valued at $17.2 million. Upon the successful completion of the tender offer, any remaining shares of common stock of Chembio will be canceled and converted into the right to receive the same $0.45 per share price payable in the tender offer. As of April 26, 2023, 18,874,498 Shares had been validly tendered and not validly withdrawn pursuant to the Offer, representing 50.9% of the issued and outstanding Shares as of the Expiration Time. Accordingly, the Minimum Condition (as defined in the Merger Agreement) has been satisfied. As a result of the satisfaction of the Minimum Condition and each of the other conditions to the Offer, on April 26, 2023, Parent and the Purchaser accepted for payment the Shares that were validly tendered and not validly withdrawn pursuant to the Offer prior to the Expiration Time. Biosynex will operate Chembio and its 100% owned German, Brazil and Malaysia subsidiaries as a wholly owned group. Upon completion, Chembio's common stock will cease to be traded on The Nasdaq Stock Market LLC. Upon termination of the Merger Agreement under specified circumstances, Chembio must pay Biosynex a termination fee of $850,000 in cash.

The closing of the tender offer will be subject to certain conditions, including the tender of shares representing at least a majority of the total number of Chembio's outstanding shares and other customary conditions. No vote of Chembio stockholders will be required in connection with the Merger. The terms of the merger agreement were unanimously approved by the Boards of Directors of Chembio and Biosynex, and and the Board of Directors has resolved to recommend to the stockholders of Chembio to accept the Offer and tender their Chembio shares. Biosynex SA commenced the Offer on February 14, 2023. The transaction is expected to close in the first quarter of 2023. The Offer shall initially be scheduled to expire on March 14, 2023. As of March 15, 2023, Biosynex announced an extension of the Offer on March 28, 2023. As of March 29, 2023, Biosynex announced an extension of the Offer on April 12, 2023. As of April 13, 2023, Biosynex announced an extension of the Offer on April 26, 2023. The transaction is expected to close on April 27, 2023.

Ernst & Young (EY) is acting as financial advisor and James Hu of White & Case LLP and Marc Petitier and Olivier Pâris of White & Case LLP (Paris) serving as legal counsels to Biosynex. Craig-Hallum Capital Group LLC is acting as financial advisor and Sean M. Jones of K&L Gates LLP is serving as legal counsel to Chembio. Craig-Hallum Capital Group LLC acted as fairness opinion provider to the board of Chembio. Securities Transfer Corporation acted as depository bank to Chembio.