MaxCyte has agreed to acquire Akron BioProducts, with consideration split among cash, MaxCyte stock and deferred cash payments. The deal would give MaxCyte all of Akron’s outstanding equity interests and is expected to close before the end of 2026, subject to customary conditions.
The announcement was accompanied by a separate release of MaxCyte’s results for the quarter ended September 30, 2026. The materials provided here do not include the financial results or details of Akron’s business.
Key details
- Consideration: MaxCyte will pay $105 million in cash at closing, subject to customary adjustments, and issue 20,639,733 shares of its common stock to the sellers. It will also make $20 million in guaranteed deferred cash payments: $10 million on the first business day of 2028 and $10 million on the first business day of 2029.
- Sellers: The sellers are Ohio TopCo LP and Arcline Capital Partners A LP, affiliates of Arcline Investment Management.
- Closing conditions and timing: The deal is subject to customary closing conditions, including expiration or termination of the applicable antitrust waiting period and approval to list the shares issued as consideration on Nasdaq. MaxCyte expects to close before year-end 2026. The agreement may be terminated in customary circumstances, including if the transaction has not closed within 120 days of signing.
- No financing condition or stockholder vote: The transaction is not contingent on MaxCyte obtaining financing or on approval by its stockholders.
- Restrictions on the shares: The sellers’ MaxCyte shares will be subject to a six-month lock-up after closing. MaxCyte and the sellers will also enter a registration rights agreement covering resale of those shares.
- Warranty claims: MaxCyte has obtained a conditional binder for buyer-side representations and warranties insurance. The policy is intended to be its sole recourse for losses from breaches of the sellers’ contractual representations and warranties, except in cases of a seller’s fraud.
Additional announcements
- MaxCyte issued a release on November 10 announcing its third-quarter 2026 financial results.
- The company also released an investor presentation about the Akron acquisition and a corporate presentation. The materials provided here do not contain their contents.
Plain-English implications
If completed, the acquisition will add Akron to MaxCyte through an all-cash, stock and deferred-cash transaction. The 20.64 million shares will make the sellers shareholders of MaxCyte, though the six-month lock-up restricts their resale during that period. The agreement’s lack of a financing condition or required MaxCyte stockholder vote removes those as stated hurdles to closing.