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:
- Provide
Oxford Biomedica multi viral vector
CDMO capabilities across multiple sites in EU, US
and UK
- Expand Oxford Biomedica’s
capacity to address increased client demand
- 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
- 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:
-
Consideration of €15million,
(including the value of €10million 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
-
Additional
€20million 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
- 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.€15million 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 €15million, (including the value of €10million 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 19th 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 €20 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 €10million 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.€(1.7)m and gross
assets of c.€23.6m. 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.comMary-Jane Elliott / Matthew Neal
/ Davide SalviInstitut Mérieux
Anne de ChiffrevilleT:+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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