Pacific Biosciences of California, Inc. (NasdaqGS:PACB) signed a definitive agreement to acquire Omniome, Inc. for approximately $760 million on July 19, 2021. Under the transaction, the consideration will be paid as upfront consideration of approximately consisting of 9.4 million shares of PacBio common stock and $300 million in cash plus an additional $200 million in connection with the achievement of certain milestones payable as $100 million in cash and rest in stock. All amounts are subject to adjustment as specified in the Omniome Merger Agreement. As part of the Merger, Pacific Biosciences will assume certain of Omniome's unvested stock options. The consideration will be funded from private placement of $300 million. Pursuant to the acquisition, Omniome will become a wholly owned subsidiary of Pacific Biosciences. In June 30, 2021, Omniome, Inc. reported a total assets of $35.3 million and negative net income of $29.3 million.

The transaction is subject to customary closing conditions and regulatory approvals, the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, the absence of a continuing material adverse effect, the accuracy of representations and warranties of, and performance of covenants by, the other party and has been unanimously approved by the Boards of Directors of both companies, Omniome's stockholders have approved the merger. The transaction is expected to close later this quarter.

Centerview Partners served as financial advisor to PacBio, Jefferies LLC acted as exclusive financial advisor to Omniome. Donna M. Petkanics, Martin W. Korman, Andrew Hoffman, Douglas K. Schnell of Wilson Sonsini Goodrich and Rosati served as legal advisor for PacBio, and Barbara Borden of Cooley LLP served as legal advisor for Omniome. Cowen and Co. LLC was the placement agent. Ilir Mujalovic of Shearman & Sterling LLP acted as legal advisor to Cowen and Company, LLC.

Pacific Biosciences of California, Inc. (NasdaqGS:PACB) completed the acquisition of Omniome, Inc. on September 20, 2021.