TIDMOXB
RNS Number : 0456N
Oxford Biomedica PLC
20 September 2023
The information contained within this announcement is deemed by
the Group to constitute inside information as stipulated under the
Market Abuse Regulation (EU) No. 596/2014 (as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act
2018). Upon the publication of this announcement via the Regulatory
Information Service, this inside information is now considered to
be in the public domain.
Oxford Biomedica and Institut Mérieux enter into exclusive
negotiations with respect to the proposed acquisition by Oxford
Biomedica of ABL Europe from Institut Mérieux as part of pure-play
CDMO transformation
-- The Proposed Transaction, would:
o Provide Oxford Biomedica multi viral vector CDMO capabilities
across multiple sites in EU, US and UK
o Expand Oxford Biomedica's capacity to address increased client
demand
o Reinforce Oxford Biomedica's position as a world leading cell
and gene therapy CDMO providing services in Adenovirus, Lentiviral
vectors, AAVs and with this acquisition, Pox Virus, MVA and
Vaccinia
o Provide new facilities in France to enhance service for
clients with manufacturing capacity and process development in the
EU
-- Terms of the Proposed Transaction would include:
o Consideration of EUR15million, (including the value of
EUR10million of pre-completion cash funding in ABL Europe from
Institut Mérieux), in exchange for Oxford Biomedica shares at an
issue price of not less than 407.4p per share
o Additional EUR20million of committed future funding from
Institut Mérieux to ABL Europe by way of subscription for Oxford
Biomedica shares, with timing at Oxford Biomedica's discretion;
pricing at the 30-day VWAP to the day before the date of this
subscription
o Institut Mérieux to become a major shareholder in Oxford
Biomedica
Oxford, UK - 20 September 2023: Oxford Biomedica plc (LSE:OXB)
("Oxford Biomedica" or "the Company"), a quality and innovation-led
cell and gene therapy CDMO, and Institut Mérieux SA ("Institut
Mérieux") today announce that they have entered into exclusive
negotiations with respect to the proposed acquisition by Oxford
Biomedica of ABL Europe SAS ("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 "Proposed
Transaction").
This Proposed Transaction would form part of Oxford Biomedica's
transformation to be a world-leading quality focused and
innovation-led CDMO in the cell and gene therapy field.
Dr. Frank Mathias, Chief Executive Officer of Oxford Biomedica,
commented: "As part of our transformation into a pure-play CDMO in
2023, this potential acquisition augments our position as a
world-leading quality and innovation-led CDMO in the cell and gene
therapy field. ABL Europe offers the opportunity to gain a
footprint in the EU and free up Oxford Biomedica's capacity to meet
increasing client demand, as well as significantly increasing our
capabilities and flexibility for clients. Our goal is to deliver
excellent client experiences and accelerate the time it takes for
our clients to get their products to market. We are excited about
the possibility of welcoming ABL Europe staff to our group and
Institut Mérieux as a long-term shareholder and turn to 2024 with
great excitement and confidence."
Michel Baguenault, Chief Executive Officer of Institut Mérieux,
said: "Institut Mérieux is delighted with this potential
acquisition to partner with Oxford Biomedica, a CDMO world leader.
We are giving ABL Europe's teams and its French sites new
development prospects and access to innovative technologies that
will enable them to broaden their offering to biopharmaceutical
companies. As a reference shareholder in Oxford Biomedica, and in
keeping with its public health mission, Institut Mérieux intends to
support the company's development in fields of activity that
present major challenges for patients."
Proposed Transaction Rationale
ABL Europe is a European CDMO specialised in viral vector
development and manufacturing, with facilities in Lyon and
Strasbourg. Focused on delivering GMP-compliant viral vectors from
early-stage to market, ABL Europe plays a pivotal role in the
success of client-focused gene and immunotherapy solutions. The
company's service suite includes the production of bulk drug
substances, the precise fill-finish of drug products, robust
process and assay development, bioanalytical testing for product
release, and comprehensive regulatory guidance. ABL Europe
currently works on more than 10 cell and gene therapy programs
spanning disease areas including more than 6 different vector
types.
In line with Oxford Biomedica's strategy to be a world-leading
quality focused and innovation-led CDMO in the cell and gene
therapy field, the Proposed Transaction would, if completed:
-- Together with Oxford Biomedica bring an established
client-focused, quality and innovation led CDMO renowned for its
expertise in viral vector development and manufacturing,
particularly in areas including Pox Virus, MVA, Vaccinia,
Adenovirus and AAVs, further expanding the Company's international
viral vector offering;
-- Increase Oxford Biomedica's capacity in process and
analytical development and early stage manufacturing to enable the
Company's full growth potential and support the overall growth of
the viral vector sector; addresses client needs for process
development arising from increased client demand;
-- Broaden the Company's customer base in Europe in the cell and
gene therapy space and offer cross-selling opportunities with ABL
Europe's existing customer base, forecasted revenues of
c.EUR15million for the year ended 31 December 2023;
-- Expand the Company's international footprint into the
European Union with sites in Lyon and Strasbourg, France, and allow
Oxford Biomedica to achieve European batch release for clients and
significantly improve its business development position with an
enhanced ability for in-market QC release of drug product in the
US, the EU and the UK;
-- Unlock synergies from (i) the utilisation and optimisation of
existing sites and (ii) the combined expertise and know-how of both
companies to further develop cell lines, viral vector and vaccine
platforms, with the addition of over 100 CDMO experts including
scientists, engineers and commercial functions.
Proposed Transaction Terms
Under the Proposed Transaction, Oxford Biomedica would acquire
ABL Europe for a consideration of EUR15million, (including the
value of EUR10million of pre-completion cash funding from Institut
Mérieux in ABL Europe for, amongst other things, development capex)
in exchange for Oxford Biomedica new ordinary shares (the
"Consideration Shares"). The Consideration Shares would be issued
at a price being the higher of (i) 407.4p per share being the
6-month Volume Weighted Average Price ("VWAP") to market close on
19(th) September 2023; and (ii) the VWAP between date of this
announcement and the day before the date of completion of the
Proposed Transaction (the "Completion").
As part of the Proposed Transaction, Institut Mérieux would also
commit to provide Oxford Biomedica with EUR20 million of additional
funding, to cover capex and potential future operating losses in
relation to the proposed acquisition of ABL Europe by means of an
equity subscription (the "Deferred Equity Subscription"). Pursuant
to the Deferred Equity Subscription, Institut Mérieux would provide
the additional funding by the end of Q3 2024, or such earlier date
requested by Oxford Biomedica subject to a 10 business day notice
to Institut Mérieux (the "Deferred Subscription Date"), in exchange
for Oxford Biomedica ordinary shares (the "Deferred Subscription
Shares"). The Deferred Subscription Shares would be issued at a
price being the 30-day VWAP to closing on the day before the
Deferred Subscription Date.
In addition, under the Proposed Transaction, Institut Mérieux
would further build its ownership of Oxford Biomedica by acquiring
up to EUR10million of additional Oxford Biomedica existing ordinary
shares in the market from the date of this announcement to 31 March
2024. Institut Mérieux intends to build its ownership of Oxford
Biomedica shares through purchases in the open market so as to
reach, in aggregate, approximately 10.0 per cent of the Company's
enlarged issued share capital.
Further Information
Under the Proposed Transaction, the Consideration Shares would
be issued on a non pre-emptive basis utilising the exemption under
s565 (1) of the Companies Act 2006 which permits the issue of
shares for non-cash consideration. The Deferred Subscription Shares
would be issued on a non pre-emptive basis utilising the authority
granted at the Group's 2023 AGM which allows Oxford Biomedica to
issue ordinary shares free of pre-emption rights for cash.
Following the entry into definitive documents, applications would
be made for the Consideration Shares and the Deferred Subscription
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 at the appropriate time.
The signature of definitive documents remains subject to certain
customary conditions, including the completion of a French works
council process by ABL Europe and the completion of due diligence
by Oxford Biomedica. Subject to the entry into definitive
transaction documents, Completion is currently expected to take
place during the fourth quarter of 2023, conditional upon obtaining
certain regulatory approvals. The market will be kept informed of
the progress of discussions between the parties, and a further
announcement will be made in due course, as appropriate.
The Proposed Transaction would be immediately revenue accretive
to Oxford Biomedica. 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. Further financial
guidance will be provided at Completion.
Currently, the Proposed Transaction would constitute a Class 2
transaction for the purposes of the UK Financial Conduct
Authority's Listing Rules.
-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
Institut Mérieux
Anne de Chiffreville
T:+33(0)6 24 48 36 70 / E:
anne.de.chiffreville@institut-merieux.com
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 , www.oxbsolutions.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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