Rapid Micro Biosystems ( NASDAQ: RPID ) said it rejected an unsolicited non-binding acquisition proposal from Kennedy Lewis Investment Management and began a review of strategic alternatives to maximize shareholder value.
Rapid also said that as part of a restructuring, Chief Commercial Officer Andy Keys was leaving, effective immediately, and CEO Robert Spignesi will assume commercial leadership responsibilities.
In June, Kennedy had offered to acquire Rapid for $5.00 per share in cash.
Rapid said its board determined that the proposal was inadequate and not in the best interest of its shareholders.
In addition Rapid said that its board has unanimously adopted a limited-duration stockholder rights plan.
The rights will become exercisable if anyone acquires beneficial ownership of 15% or more of the company's outstanding class A common stock, Rapid noted.
The company added that the Rights Plan will automatically expire on the day after its 2023 Annual Meeting, unless approved by stockholders at the meeting, in which case it will expire on Aug. 11, 2023.
"The Company is taking decisive action to right-size its cost structure to allow continued focus on enhanced commercial execution and key product development initiatives while also managing its significant cash balance and long cash runway,” said Chairperson Jeffrey Schwartz.
In a separate earnings release, Rapid lowered its FY22 outlook .
The company was updating its prior full year 2022 revenue outlook to at least $17M. Rapid said the lowered guidance reflects expectations for fewer systems placements in fiscal year 2022 as it continues to ramp commercial team and optimize its commercial execution, and macro-economic uncertainty which is expected to persist through the second half of the year.
Rapid added that it was implementing an organizational restructuring plan to right-size its cost structure based on its lowered 2022 outlook.
Under the restructuring, Rapid plans to reduce its workforce by ~20% which is largely focused on non-commercial functions.
Q2 total revenue declined -37% Y/Y to $3.86M. Net loss widened to -$13.01M, compared to $11.83M in Q2 2021.
Cash, cash equivalents and investments were $166.9M, and the company had no debt outstanding as of June 30.
RPID -5.66% to $4.00 premarket Aug. 12
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Rapid Micro rejects Kennedy offer, starts strategic review; CCO resigns under restructuring; cuts FY22 outlook