Standard BioTools Inc. (NASDAQ: LAB) has terminated its previously announced agreement to sell its Mass Cytometry business to Multiplex Bio and entered into a new definitive agreement to sell the business to Element Biosystems, LLC, an acquisition vehicle formed by GMT Venture Partners, LLC.
The new transaction, valued at $5.5 million in cash payable at closing, was reached after the Company’s Board of Directors determined that GMT Venture’s unsolicited acquisition proposal constituted a superior offer compared to the agreement with Multiplex Bio. The Board reviewed the GMT Venture proposal and engaged in negotiations before approving the Element transaction.
As a result of this change, Standard BioTools and Multiplex Bio mutually agreed to terminate the Multiplex Bio Purchase Agreement on September 30, 2026. Standard BioTools will pay Multiplex Bio a termination fee of $1.5 million. However, GMT Venture has agreed to pay $1.0 million to Multiplex Bio on Standard BioTools’ behalf, partially satisfying the termination fee.
The Company noted that the Element transaction increases its net cash position by approximately $15 million after accounting for related termination and transaction fees, compared to the previously agreed-upon Multiplex Bio transaction. This adjustment will be applied to the final exchange ratio calculation for Standard BioTools’ pending merger with Treeline Biosciences, Inc.
The Element transaction is expected to close by the end of 2026, substantially concurrently with the closing of the Treeline transaction. The sale is subject to approval by Standard BioTools’ stockholders and other customary closing conditions.
Element, a newly formed subsidiary of GMT Venture, is focused on mass cytometry, single cell, and spatial biology. The Company will provide specified transition services to Element following the closing of the transaction.
