The products acquired include MAVERICK and MAVEN, used for real-time monitoring and control of critical bioprocess parameters, REBEL, an at-line cell culture media analyzer, and ZipChip, a high-resolution sample separations device used in characterization of product quality attributes (the pro forma financial statements also reference a fifth product, Trace C2, as part of the divested desktop commercial-stage analytical technology devices). Olivier Loeillot, President and CEO of Repligen, said: "We are really excited to onboard the 908 bioprocessing team and the four differentiated upstream PAT technologies that are commercialized today. They are the perfect complement to our downstream analytics portfolio and will enable Repligen to further penetrate a broad set of modalities and offer analytics solutions across the entire bioprocess workflow. This asset acquisition is a true win-win for both organizations, and a significant step forward for Repligen as our customers increasingly embed digitization technologies in their production processes." Kevin J. Knopp, CEO and Co-founder of 908 Devices, stated: "Repligen's leadership in commercializing innovative solutions that advance bioprocessing is a great fit for our novel desktop devices and our bioprocessing team. I wish them continued success. Going forward, 908 Devices will continue to advance chemical detection at the point of need with our handheld analytical devices in vital health and safety applications."
The purchase price was $70 million in cash, payable by the purchasers for the transferred equity interests and purchased assets, subject to customary adjustment for working capital. A portion of the purchase price is being held in escrow for a period following closing as a source of recovery for possible indemnification claims or negative purchase price adjustments. Per 908 Devices' pro forma disclosure, the upfront payment amounted to $66.0 million net of approximately $4.0 million of transaction costs. 908 Devices estimated a gain on sale of approximately $54.7 million, calculated as total consideration of roughly $67.2 million (the net upfront payment plus a $1.1 million release of cumulative translation adjustment related to 908 Devices GmbH) less net assets transferred of approximately $12.5 million, consisting primarily of accounts receivable, inventory, property and equipment, operating lease right-of-use assets, and intangible assets net of related deferred tax liabilities, offset by assumed liabilities including accounts payable, accrued expenses, deferred revenue and operating lease liabilities. 908 Devices cautioned that this accounting for the gain was preliminary and subject to revision as further analysis of the acquired assets and assumed liabilities was completed.
As part of the agreement, 908 Devices and its subsidiaries agreed to a five-year non-compete covering the divested desktop business and an 18-month restriction on soliciting employees who provided services to that business, while the purchasers agreed to an 18-month non-solicitation covenant with respect to 908 Devices' remaining employees. The parties also entered into a transition services agreement under which 908 Devices will provide certain technology, financial and operational transition services to the purchasers through December 31, 2025, a supply agreement under which 908 Devices will continue to supply certain products related to the divested business, and license/sublicense agreements covering intellectual property used in the divested business that was not transferred. Repligen also assumed the lease for the Desktop Business's North Carolina facility and entered into employment agreements with more than fifty employees of 908 Devices who supported that business; 908 Devices expected to terminate its remaining employees who had supported the Desktop Business, anticipated to occur in March 2025.
On the financial advisory side, Centerview Partners LLC acted as financial advisor to Repligen Corporation, and Perella Weinberg Partners acted as financial advisor to 908 Devices Inc. On the legal side, Goodwin Procter served as legal counsel to Repligen Corporation, and Paul Hastings LLP served as legal counsel to 908 Devices Inc.
908 Devices' board of directors approved the disposition. Because the sale did not constitute a disposition of substantially all of 908 Devices' assets, stockholder approval was not required under Delaware law in connection with the transaction. No separate financing or regulatory-approval contingency was disclosed in the filings reviewed; the 8-K reflects that the transaction had already closed on the date it was signed (March 4, 2025). Following the close, 908 Devices began presenting the divested Desktop Business as a discontinued operation effective in the first quarter of 2025. On a pro forma basis giving effect to the sale as if it had occurred January 1, 2024, 908 Devices' continuing-operations revenue for fiscal 2024 was $47.7 million (versus $59.6 million historical total revenue) and its pro forma net loss from continuing operations was $40.4 million, or $1.19 per basic and diluted share (versus a $72.2 million historical net loss, or $2.12 per share). For fiscal 2023, pro forma continuing-operations revenue was $38.2 million (versus $50.2 million historical) and the pro forma net loss from continuing operations was $20.7 million, or $0.64 per share (versus a $36.4 million historical net loss, or $1.13 per share).
No contingent consideration, earnout, or seller financing tied to the $70 million headline price was disclosed beyond the working-capital adjustment and indemnification escrow referenced above; the specific size and duration of the escrow were not disclosed in the filings reviewed. No EV/EBITDA, revenue, or other valuation multiple for the transaction was disclosed by either company in the filings reviewed.