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Commercial Procurement Talking Points, first used January 31, 2023.
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(ii)
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CEO Email to All Employees, first used January 31, 2023.
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(iii)
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Employee FAQs, first used January 31, 2023.
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(iv)
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Letter to Customers and Vendors, first used January 31, 2023.
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99.1 |
Commercial Procurement Talking Points, first used January 31, 2023.
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99.2 |
CEO Email to All Employees, first used January 31, 2023.
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99.3 |
Employee FAQs, first used January 31, 2023.
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99.4 |
Letter to Customers and Vendors, first used January 31, 2023.
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Talking points for use with customers / vendors / partners
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Q&A for use on a reactive basis as needed
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1. |
What was announced?
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Chembio announced that we have entered into a definitive merger agreement under which Biosynex SA (“Biosynex”), a French market leader specializing in the design and distribution of rapid tests, 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.
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2. |
Who is Biosynex?
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Biosynex is a French market leader specializing in the design and distribution of rapid tests. They are headquartered in Strasbourg, France, and their tests are commercialized in over 90 countries through local distributors.
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3. |
How does this transaction benefit Chembio employees?
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The acquisition by Biosynex provides an exciting opportunity to accelerate access to broader international markets, funding for product innovation and capital required to meet Chembio’s financial obligations.
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4. |
How will this transaction benefit customers?
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This transaction is expected to leverage the combined commercial footprints to bring products more efficiently to market. It will build on Chembio’s infectious disease assays covering sexually transmitted infections, respiratory viruses
and fever and tropical disease and Biosynex’s current virology and other portfolio products. Combining the experience of two industry leaders to drive product innovation and development along with global regulatory expertise will help to
continue expansion of each company’s product portfolio.
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5. |
How do the cultures of the two companies compare?
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One of the reasons we determined Biosynex is the right partner for us is because we have complementary culture and values. Biosynex shares our passion to develop, manufacture and market rapid diagnostics for screening, diagnosis and
prevention to facilitate patient care and monitor health.
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Biosynex’s commitment to shaping positive change goes beyond diagnostics, and it takes an active role in providing healthcare professionals and individuals with innovative diagnostic solutions intended to accelerate care.
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Like Chembio, Biosynex views its people as its strongest assets and is acquiring our company because it sees the value in the portfolio of diagnostic solutions and technology platforms we have developed.
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6. |
When will the transaction be completed? What are the closing conditions?
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The transaction is expected to close by the end of the first quarter of 2023 subject to customary closing conditions.
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Until then, Chembio and Biosynex will continue to operate as separate, independent companies.
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This means we will continue to operate as usual, and we should all remain focused on the work we do every day.
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7. |
Will there be any layoffs as a result of this transaction?
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Our businesses are complementary in a number of ways including commercial and manufacturing geographies. Our talented and experienced team was one of the main reasons Biosynex was interested in acquiring Chembio, and our team members
will play a critical role in the combined company success.
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Details will be worked out as part of the integration planning process and communicated accordingly.
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8. |
Will there be any changes to my compensation and benefits?
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Until we complete the transaction, Chembio and Biosynex will continue to operate as separate companies, including with respect to compensation and benefits.
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More information will be forthcoming as we advance. We’re committed to keeping you informed throughout this process and will communicate updates and major developments, as appropriate.
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9. |
What will happen to our offices and facilities?
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Until we complete the transaction, Chembio and Biosynex will continue to operate as separate companies.
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Details will be worked out over the coming months as part of the integration planning process. We’re committed to keeping you informed throughout this process and will communicate updates and major developments, as appropriate.
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10. |
Will there be changes to our management team as a result of this announcement?
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This combination is about profitability and growth, and we expect Chembio colleagues will be part of the combined company’s future success.
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Additional details regarding the organizational structure will be determined as part of the integration planning process.
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11. |
Can I trade Chembio stock between now and the completion of the combination?
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Please refer to our company’s existing guidelines on trading policies [Insert Link]
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12. |
What will happen to my restricted stock units and stock options?
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Upon the completion of the transaction, outstanding restricted stock units will become fully vested and you will be entitled to a cash payment at the acquisition price per share.
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All outstanding options are currently “underwater” (i.e., have an exercise price greater than the $0.45 per share price in the acquisition) and will be cancelled upon the completion of the combination.
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13. |
How soon can I reach out to contacts at Biosynex?
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You should not engage with Biosynex employees unless you’ve been expressly authorized to do so as part of the integration planning process. Please note that this includes interacting with Biosynex employees via social media.
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14. |
Can I post about this combination on social media?
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Given the nature of this announcement, all social media posts regarding our combination with Biosynex must first be approved by Chuck Caso, Global Commercial Operations. We encourage you to “like”, retweet or share Chembio’s posts, to
the extent any such posts are made, to spread the good news.
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Please note, however, that you may not post your own views or commentary on our combination with Biosynex beyond what Chembio has officially shared already, even if the content is supportive or benign, or seems factually accurate.
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Do not engage with other social media users (e.g. by responding to comments or tweeting “at” someone or liking or retweeting any non-Chembio posts) regarding our combination with Biosynex.
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As a reminder, only authorized members of the leadership team are permitted to engage with the media on Chembio’s behalf.
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15. |
What should I tell customers or partners who ask about this combination?
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The executive team and commercial team leadership will be reaching out to our top customers and partners directly to share the news.
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If you receive an inquiry from a customer or a partner and are unsure how to respond, please refer them to the press release posted on our website.
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16. |
What should I do if I’m contacted by members of the media about this combination?
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If you receive inquiries from the media or other external parties about this announcement, please do not comment (even just to confirm statements that appear factually accurate or benign) and instead direct them to Rick Eberly, CEO or
Larry Steenvoorden, CFO.
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17. |
What happens next? Who can I contact if I have additional questions?
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We expect to complete the combination with Biosynex by the end of the first quarter of 2023, subject to customary closing conditions.
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Until then, Chembio and Biosynex will continue to operate as separate, independent companies and your role and responsibilities remain unchanged. We’re committed to keeping you informed throughout this process and will provide updates
around key milestones and major developments, as appropriate.
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You should not engage with Biosynex employees unless you’ve been expressly authorized to do so as part of the integration planning process. Please note that this includes interacting with Biosynex employees via social media.
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If you have questions or concerns beyond what is provided in this FAQ, please contact your respective Executive Leadership Team manager.
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We will continue to keep you updated on important developments as we move through the transaction process.
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