Abcam plc (AIM LSE: ABC; Nasdaq: ABCM) ("Abcam", “the Company” or
"the Group"), a global leader in the supply of life science
research tools, today announces that it has entered into a
definitive agreement to acquire BioVision, Inc. ("BioVision"), a
wholly owned subsidiary of Boai NKY Medical Holdings Ltd. (“NKY”),
for $340 million (the “Acquisition”).
Transaction highlights
- BioVision is a
fast-growing innovator and distributor of life science research
tools to biopharma, diagnostic and academic customers, with
strength in biochemical and cell-based assay kits
- Brings one of
Abcam’s large third-party suppliers in-house
- Accelerates Abcam’s
strategic execution and focus on in-house innovation and products
in the complementary biochemical and cell-based assay market
- Expected to be
accretive to earnings1 from the first full year of ownership
following completion (Dec-22)
- Concurrent with the
Acquisition, entered memorandum of understanding regarding a
strategic partnership with NKY in China
- Conference call
scheduled for 1430 BST / 0930 EDT, today to discuss the
transaction
Background to and reasons for the
Acquisition
Founded in 1999 and located in Milpitas,
California, BioVision is a global supplier of life science research
tools to support research, diagnostics, and drug discovery. The
company is a leading provider of biochemical and cell-based assays
for biological research. It also develops, produces, and sells a
wide portfolio of other products including recombinant proteins,
antibodies, enzymes, and biochemical compounds.
BioVision started supplying Abcam in 2003. Abcam
customers’ demand for BioVision products has grown
consistently over time, with sales more than doubling over the past
five years (to June 2021).
The acquisition of BioVision represents a
compelling strategic fit for Abcam, with potential to:
-
bring greater control over the innovation and distribution of
BioVision’s product portfolio
-
accelerate our strategic ambitions within the adjacent biochemical
and cellular assay market
-
align with existing areas of research focus including oncology,
immuno-oncology, neuroscience, and epigenetics
-
create value through portfolio expansion and leveraging Abcam’s
global channels to market
-
create opportunities to enhance existing products and innovate new
products to serve customer needs
Principal terms and financial effects of
the Acquisition
-
Proposed acquisition of BioVision, by acquiring the entire share
capital of its holding company, NKY Biotech US, Inc, from NKY, for
cash consideration of $340 million on a cash free/debt free
basis.
-
Acquisition to be funded from existing cash resources and a partial
drawdown of Abcam’s Revolving Credit Facility.
-
Acquisition agreement provides for the payment of a reciprocal
termination fee of approximately 3% of the purchase price, in the
event the Acquisition is terminated in certain specified
circumstances.
-
The Acquisition is subject to applicable regulatory clearance.
-
The Acquisition will be subject to review and approval of the
Shenzhen Stock Exchange and by a vote of NKY’s shareholders. If
approved, the Acquisition is expected to close before the end of
2021 calendar year.
-
The most recently audited results of BioVision for the 12 months
ended 31 December 2020, were revenues of $33.8 million (£24.3
million), operating profit of $12.6 million (£9.1 million) and net
assets of $21.9 million (£15.7 million)2. Revenues included
approximately $5 million of COVID-19 related product sales which
are not expected to reoccur.
-
The Acquisition is expected to be accretive to adjusted earnings
per share (EPS) from the first full year of ownership
(Dec-22)1.
Strategic Partnership with
NKY
Concurrent with the Acquisition, Abcam and NKY
have also entered into a memorandum of understanding regarding the
establishment of a collaborative, commercial partnership under
which Abcam will develop and supply products and services to NKY in
support of their ongoing product development and commercialisation
in the IVD field.
Commenting on the Acquisition, Alan
Hirzel, CEO of Abcam, said:
"We know the BioVision business well, having
been a major distributor of their products since 2003. This
acquisition represents a compelling opportunity to secure a proven
portfolio of high-quality products, including a leading portfolio
of biochemical and cell-based assay kits, that will allow us to
better serve customer needs. BioVision has sustained strong growth
over many years and, together with Abcam’s brand, reach and
capabilities, we are confident we are well positioned to build on
this success and reinforce Abcam’s ability to serve life scientists
globally.”
Analyst and investor conference
call
A conference call and webcast for analysts and investors will be
held at 1430 BST / 0930 EDT, today. To participate in the call,
please find details below:
Date: |
2 August, 2021 |
Time: |
1430 BST / 0930 EDT |
Dial-in: |
United Kingdom
|
+44 (0) 800 694 1461(Toll Free) / +44 (0) 844 493 6766 (Local) |
United States |
+1 866 280 1157 (Toll Free) / +1 646 787 1226 (Local) |
All other locations |
+44 (0) 203 009 5709 |
Conference ID: |
7390969 |
To access the webcast, please use the
following link: https://edge.media-server.com/mmc/p/3ovm6prx
A recording of the call will be made
available at corporate.abcam.com/investors until 9 August 2021.
1. Before acquisition and integration related
costs
2. Based on a USD:GBP exchange rate of 0.7192 as
of 30 July 2021
Lazard is acting as financial adviser and Latham
& Watkins LLP is acting as legal advisor to Abcam in relation
to this transaction.
This announcement contains inside information
for the purposes of Article 7 of Regulation (EU) No 596/ 2014 (as
it forms part of UK Domestic Law by virtue of the European Union
(Withdrawal) Act 2018).
For further information, please contact:
Abcam+ 44 (0) 1223 696 000Alan
Hirzel, Chief Executive OfficerMichael Baldock, Chief Financial
OfficerJames Staveley, VP Investor Relations
Numis -
Nominated Advisor & Joint Corporate Broker
+ 44 (0) 20 7260
1000
Garry Levin / Freddie
Barnfield / Duncan Monteith
Morgan Stanley
– Joint Corporate Broker+ 44 (0) 207 425 8000Tom Perry /
Luka Kezic
J.P.Morgan
Cazenove - Joint Corporate Broker+44 (0) 20 7742 4000James
Mitford / Hemant Kapoor
FTI Consulting
(media enquiries)
+ 44 (0) 20 3727
1000
Ben Atwell / Natalie
Garland-Collins
About Abcam plc
As an innovator in reagents and tools, Abcam's
purpose is to serve life science researchers globally to achieve
their mission, faster. Providing the research and clinical
communities with tools and scientific support, the Company offers
highly validated antibodies, assays and other research tools to
address important targets in critical biological pathways.
Already a pioneer in data sharing and ecommerce
in the life sciences, Abcam's ambition is to be the most
influential company in life sciences by helping advance global
understanding of biology and causes of disease, which, in turn,
will drive new treatments and improved health.
Abcam's worldwide customer base of approximately
750,000 life science researchers uses Abcam's antibodies, reagents,
biomarkers and assays. By actively listening to and collaborating
with these researchers, the Company continuously advances its
portfolio to address their needs. A transparent programme of
customer reviews and datasheets, combined with an industry-leading
validation initiative, gives researchers increased confidence in
their results.
Founded in 1998 and headquartered in Cambridge,
UK, the Company has served customers in more than 130 countries.
Abcam’s ordinary shares are listed on the London Stock Exchange
(AIM: ABC) and its American Depositary Shares (ADSs) trade on the
Nasdaq Global Market (Nasdaq: ABCM).
For more information please visit
corporate.abcam.com.
Forward-looking statements
This announcement, including any information
included or incorporated by reference in this announcement, may
contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any express or
implied statements contained in this announcement that are not
statements of historical fact may be deemed to be forward-looking
statements, including, without limitation, statements regarding the
Acquisition described herein, including the anticipated closing,
integration of the acquired business and potential benefits and
synergies of the Acquisition, Abcam's portfolio and ambitions, as
well as statements that include the words “expect,” “intend,”
“plan,” “believe,” “project,” “forecast,” “estimate,” “may,”
“should,” “anticipate” and similar statements of a future or
forward-looking nature. Forward-looking statements are neither
promises nor guarantees, but involve known and unknown risks and
uncertainties that could cause actual results to differ materially
from those projected, including, without limitation: a regional or
global health pandemic, including the novel coronavirus
(“COVID-19”), which has adversely affected elements of our
business, could severely affect our business, including due to
impacts on our operations and supply chains; challenges in
implementing our strategies for revenue growth in light of
competitive challenges; developing new products and enhancing
existing products, adapting to significant technological change and
responding to the introduction of new products by competitors to
remain competitive; failing to successfully identify or integrate
acquired businesses or assets into our operations or fully
recognize the anticipated benefits of businesses or assets that we
acquire; if our customers discontinue or spend less on research,
development, production or other scientific endeavours; failing to
successfully use, access and maintain information systems and
implement new systems to handle our changing needs; cyber security
risks and any failure to maintain the confidentiality, integrity
and availability of our computer hardware, software and internet
applications and related tools and functions; failing to
successfully manage our current and potential future growth; any
significant interruptions in our operations; if our products fail
to satisfy applicable quality criteria, specifications and
performance standards; failing to maintain our brand and
reputation; our dependence upon management and highly skilled
employees and our ability to attract and retain these highly
skilled employees; and the important factors discussed under the
caption “Risk Factors” in Abcam's prospectus pursuant to Rule
424(b) filed with the U.S. Securities and Exchange Commission
(“SEC”) on 22 October 2020, which is on file with the SEC and is
available on the SEC website at www.sec.gov, as such factors may be
updated from time to time in Abcam's other filings with the SEC.
Any forward-looking statements contained in this announcement speak
only as of the date hereof and accordingly undue reliance should
not be placed on such statements. Abcam disclaims any obligation or
undertaking to update or revise any forward-looking statements
contained in this announcement, whether as a result of new
information, future events or otherwise, other than to the extent
required by applicable law.
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