Meridian Bioscience, Inc. (NasdaqGS:VIVO) agreed to acquire Exalenz Bioscience Ltd (TASE:EXEN) from Mori Arkin and others for approximately ILS 170 million on February 19, 2020. According to the agreement, an inverted triple merger will be carried out, where for each share of Exalenz, the buyer will pay ILS 6.1 per share in cash. In addition, Meridian Bioscience paid approximately $8 million (ILS ) in cash for Exalenz to repay two bank loans. The transaction will be financed with cash on hand and debt available under Meridian's credit facility, which is being expanded to $160 million (ILS 547.07 million). Pursuant to the Merger Agreement, holders of Exalenz options which are outstanding and unexercised immediately prior to the Effective Time, whether or not vested, will be canceled in exchange for the right to receive a lump sum cash payment equal to the product of the excess, if any, of the Merger Consideration over the exercise price per Exalenz Share for such Company Option and the total number of shares underlying such Company Option, less applicable taxes required to be withheld. Upon termination of the merger, Exalenz is under the obligation to pay a termination fee of ILS 68.507 million to Meridian Bioscience. The acquisition is subject to Exalenz shareholder approval and other customary closing conditions. The agreement has been approved unanimously by the boards of directors of Meridian Bioscience and Exalenz Bioscience. Exalenz's majority shareholder has entered into a voting agreement pursuant to which he has agreed to vote his shares of Exalenz in favor of the merger. A majority of the remaining shareholders of Exalenz must vote in favor of the merger. As of March 31, 2020, The general shareholders of Exalenz have approved the acquisition. The transaction is expected to close in quarter 2 of calendar year 2020. As of April 3, 2020, the transaction is expected to completed before June 30, 2020. Rothschild & Co is acting as exclusive financial advisor and Keating Muething & Klekamp PLL and Amit, Pollak, Matalon & Co are acting as legal counsel to Meridian. William Blair & Co and Poalim Capital Markets are acting as exclusive financial advisors and Meitar Law Offices and Abramson & Co are acting as legal counsel to Exalenz.

Meridian Bioscience, Inc. (NasdaqGS:VIVO) completed the acquisition of Exalenz Bioscience Ltd (TASE:EXEN) from Mori Arkin and others on April 30, 2020.