REG - Oxford Biomedica PLC - Signing of agreement to acquire ABL Europe

Oxford BioMedicaAnnouncement

04/12/2023 07:00

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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
(https://otp.investis.com/clients/uk/oxford_biomed1/rns/regulatory-story.aspx?cid=544&newsid=1716319)
, 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.€15 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.€(1.7)m and gross assets of
c.€23.6m.

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
€15 million (including the value of €10 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
€20 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 (https://www.oxb.com/) , and follow us on LinkedIn
(https://www.linkedin.com/company/oxford-biomedica/) and YouTube
(https://www.youtube.com/user/OxfordBioMedica) .

 

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 (http://www.institut-merieux.com)

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