Core Viewpoint - Enzo Biochem, Inc. has entered into a Merger Agreement with Battery Ventures, which will acquire Enzo for $0.70 per share in cash, totaling approximately $37 million, following a strategic review to maximize shareholder value [1][2][3]. Summary by Sections Merger Agreement - The Merger Agreement was signed on June 23, 2025, and Battery Ventures will acquire Enzo for $0.70 per share, amounting to about $37 million [1]. - The purchase price represents a 75% premium over Enzo's closing price on April 22, 2025, and a 32% premium over the closing price on June 23, 2025 [2]. Strategic Committee Insights - The Board of Directors, through the Strategic Committee, conducted a thorough evaluation of options to maximize shareholder value and unanimously agreed that the all-cash offer from Battery provides immediate and compelling value [3]. - The transaction is subject to customary closing conditions, including shareholder approval, and is expected to close in the third quarter of the calendar year [3]. Post-Merger Status - Upon closing, Enzo will become a privately held company, and its shares will no longer be listed on public exchanges [4]. - BroadOak Capital Partners served as the financial advisor, and BakerHostetler LLP acted as legal counsel for the transaction [4]. Company Overview - Enzo Biochem has been a life sciences company for over 45 years, primarily operating through its Life Sciences division, focusing on labeling and detection technologies [5]. - The company offers a comprehensive portfolio of products, including antibodies, genomic probes, assays, biochemicals, and proteins, which are essential in translational research and drug development [5].

Core Viewpoint - Enzo Biochem, Inc. reported a decline in revenue and gross margin for the fiscal third quarter ended April 30, 2025, while also announcing strategic reviews and a class-wide settlement related to a cyber incident [1][6][3]. Financial Highlights - The company's third-quarter revenue was $6.4 million, a decrease of $1.6 million or 20% compared to the same period last year [6]. - Gross margin percentage for the third quarter was 39%, down from 47% in the previous year, primarily due to reduced revenues not covering fixed manufacturing costs [6]. - The net loss per basic and fully diluted share was ($0.05) for the three months ended April 30, 2025, compared to ($0.06) for the same period in 2024 [6]. Recent Events - A class-wide settlement agreement related to an April 2023 cyber incident was approved, with $0.8 million paid in March 2025 and a remaining balance of $6.7 million due by July 10, 2025 [3]. - The Board of Directors initiated a review of strategic alternatives, forming a special committee to explore options including potential transactions or returning excess capital to shareholders [4]. - The company voluntarily delisted its common stock from NYSE, with trading on OTCQX commencing on April 21, 2025 [5]. Company Overview - Enzo Biochem has been operating for over 45 years, focusing on life sciences through its Enzo Life Sciences division, which offers a wide range of products for research and drug development [5]. - The company launched approximately 100 new products in the third quarter of fiscal year 2025, aiming to drive new revenues [6]. Balance Sheet Data - As of April 30, 2025, the company had cash and cash equivalents of $36.7 million and working capital of $31.3 million [12]. - Stockholders' equity decreased to $43.4 million from $56.1 million as of July 31, 2024 [12].

Core Viewpoint - Enzo Biochem, Inc. has initiated a strategic review process to explore options for maximizing shareholder value, including potential transactions and capital returns [1][2][3] Group 1: Strategic Review Process - The Board of Directors has formed a special committee of independent directors, named the Strategic Committee, to evaluate various strategic alternatives [1][2] - The Strategic Committee has engaged BroadOak Capital Partners as financial advisor and BakerHostetler LLP as legal counsel to assist in the evaluation process [2] - There is no set timetable for the review process, and the Board has no biases towards any potential strategic alternatives at this time [3] Group 2: Company Operations and Market Position - Enzo Biochem has over 45 years of experience in the life sciences sector, primarily through its Life Sciences division, which offers a wide range of products including antibodies, genomic probes, and assays [4] - The company’s proprietary products and technologies are integral to translational research and drug development, covering areas such as cell biology and genomics [4] - Enzo Biochem has recently transferred its stock listing from NYSE to OTC, continuing to trade under the ticker symbol "OTCQX: ENZB" [5]