TIDMOXB
RNS Number : 5373V
Oxford Biomedica PLC
04 December 2023
Oxford Biomedica signs agreement to acquire ABL Europe from
Institut Mérieux, consolidating position as a global pure-play
CDMO
- Oxford Biomedica announces the signing of a sale and purchase
agreement with Institut Mérieux for the acquisition of ABL
Europe
- The transaction
o Provides Oxford Biomedica with multi viral vector CDMO
capabilities - to be made available across the Company's six
manufacturing sites in EU, US and UK
o Expands Oxford Biomedica's capacity in process and analytical
development and early-stage manufacturing to better address client
needs
o Provides new facilities in France to enhance service for
clients adding process development and manufacturing capacity in
the EU
o Reinforces Oxford Biomedica's position as a world leading cell
and gene therapy CDMO
- Institut Mérieux intends to increase current ownership in
Oxford Biomedica from 3.3 per cent to approximately 10.0 per cent
of the enlarged issued share capital by the end of Q3 2024
Oxford, UK - 4 December 2023: Oxford Biomedica plc (LSE:OXB)
("Oxford Biomedica" or "the Company"), a quality and innovation-led
cell and gene therapy CDMO, today announces that it has entered
into a sale and purchase agreement (the "Agreement") with TSGH SAS,
a subsidiary of Institut Mérieux SA ("Institut Mérieux"), for the
acquisition of ABL Europe SAS ("ABL Europe") (the "Transaction").
This follows the announcement on 20 September 2023 , of exclusive
negotiations in relation to the proposed acquisition by Oxford
Biomedica of ABL Europe, a pure-play European CDMO with specialised
expertise in the development and manufacturing of solutions for
biotechs and biopharma including viruses for gene therapy,
oncolytic viruses and vaccine candidates, in exchange for Oxford
Biomedica ordinary shares.
The acquisition of ABL Europe will consolidate Oxford
Biomedica's operations into a global pure-play CDMO in the cell and
gene therapy space. It will broaden the Company's international
presence by establishing a footprint within the European Union
through facilities located in Lyon and Strasbourg, France. In
addition, the acquisition will increase Oxford Biomedica's capacity
in process and analytical development and early-stage manufacturing
and address increased client demand for process development.
ABL Europe currently works on more than 10 cell and gene therapy
programmes spanning disease areas including more than six different
vector types. Forecasted revenues for ABL Europe for the year
ending 31 December 2023 are c.EUR15 million.
Institut Mérieux has acquired a 3.3 per cent stake in Oxford
Biomedica, through purchases in the open market, which it intends
to increase to approximately 10.0 per cent in aggregate by the end
of Q3 2024.
Completion of the Transaction ("Completion") is currently
expected to take place in the first quarter of 2024 subject to the
satisfaction and/or waiver of outstanding conditions, including
obtaining the necessary regulatory approvals.
Further Information
Upon Completion, the Transaction is expected to be immediately
revenue accretive to Oxford Biomedica. Further financial guidance
will be provided after Completion. As at 31 December 2022, ABL
Europe had earnings before interest tax and depreciation (EBITDA)
of c. EUR(1.7)m and gross assets of c. EUR23.6m .
The Transaction constitutes a Class 2 transaction for the
Company for the purposes of the UK Financial Conduct Authority's
Listing Rules.
Dr. Frank Mathias, Chief Executive Officer of Oxford Biomedica,
commented: "The acquisition of ABL Europe strengthens Oxford
Biomedica's operations into a global pure-play CDMO in the cell and
gene therapy space. We will now be establishing a significant
presence in the EU, while also freeing up Oxford Biomedica's
capacity to better serve our growing client demand worldwide. We
look forward to realising the operational and commercial synergies
of this acquisition in 2024 and beyond."
Transaction Terms
As previously disclosed, key details of the Transaction follow
below:
-- Acquisition of ABL Europe by Oxford Biomedica for a
consideration of EUR15 million (including the value of EUR10
million of pre-completion cash funding from Institut Mérieux in ABL
Europe for, amongst other things, development capex), to be
satisfied by the issue of new ordinary shares in the Company (the
"Consideration Shares"). The Consideration Shares will be issued at
a price being the higher of (i) 407.4 pence per share equating to
the 6-month volume weighted average price ( "VWAP"). to market
close on 19 September 2023 (being the last business day before the
announcement of Oxford Biomedica and Institut Mérieux entering into
exclusive negotiations with regards to the Transaction); and (ii)
the VWAP between 19 September 2023 and the second trading day
before the date of Completion. Applications will be made for the
Consideration Shares to be admitted to the premium listing segment
of the Official List of the Financial Conduct Authority and to be
admitted to trading on the main market for listed securities of the
London Stock Exchange plc.
-- Commitment from Institut Mérieux to provide the Company with
EUR20 million of additional funding, to cover capital expenditure
and potential operational losses in relation to the acquisition of
ABL Europe, by means of an equity subscription in the Company
("Deferred Subscription Shares"), with timing at Oxford Biomedica's
discretion prior to 27 September 2024. Pursuant to the Deferred
Equity Subscription, Institut Mérieux will provide the additional
funding by the end of Q3 2024, or such earlier date requested by
Oxford Biomedica subject to 10 business days prior notice to
Institut Mérieux (the "Deferred Subscription Date"), in exchange
for Oxford Biomedica ordinary shares (the "Deferred Subscription
Shares"). The Deferred Subscription Shares will be issued at a
price being the 30-day VWAP to closing on the second business day
before the Deferred Subscription Date.
-Ends-
Enquiries:
Oxford Biomedica plc:
Sophia Bolhassan, VP, Corporate Affairs and IR - T: +44 (0) 7394
562 425 / E: ir@oxb.com
ICR Consilium:
T: +44 (0)20 3709 5700 / E:
oxfordbiomedica@consilium-comms.com
Mary-Jane Elliott / Matthew Neal / Davide Salvi
About Oxford Biomedica
Oxford Biomedica (LSE: OXB) is a quality and innovation-led cell
and gene therapy CDMO with a mission to enable its clients to
deliver life changing therapies to patients around the world.
One of the original pioneers in cell and gene therapy, the
Company has more than 25 years of experience in viral vectors; the
driving force behind the majority of gene therapies. The Company
collaborates with some of the world's most innovative
pharmaceutical and biotechnology companies, providing viral vector
development and manufacturing expertise in lentivirus,
adeno-associated virus (AAV) and adenoviral vectors. Oxford
Biomedica's world-class capabilities span from early-stage
development to commercialisation. These capabilities are supported
by robust quality-assurance systems, analytical methods and depth
of regulatory expertise.
Oxford Biomedica, a FTSE4Good constituent, is headquartered in
Oxford, UK. It has locations across Oxfordshire, UK and near
Boston, MA, US. Learn more at www.oxb.com , and follow us on
LinkedIn and YouTube .
About Institut Mérieux
As an independent family-owned company, Institut Mérieux is
dedicated to the fight against infectious diseases and cancers,
with a global and long-term vision.
Thanks to five companies - bioMérieux, Transgene, ABL, Mérieux
NutriSciences and Mérieux Equity Partners - Institut Mérieux
develops complementary approaches to meet today ' s public health
challenges: from prevention of health risks to innovative disease
treatment, including the key step of diagnosis.
Present in 45 countries, Institut Mérieux employs 22,000 people
around the world and achieves a turnover of 4,3 billion euros.
www.institut-merieux.com
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