REG - Tissue Regenix Group - Conclusion of Strategic Review & Offer Period

Tissue RegenixAnnouncement

08/04/2025 07:00

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RNS Number : 0100E  Tissue Regenix Group PLC  08 April 2025

 

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TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE.

 

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ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF UK DOMESTIC LAW BY
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Tissue Regenix Group plc

('Tissue Regenix', the 'Group' or the 'Company')

 

Conclusion of Strategic Review & Offer Period

Company continues to deliver growth and expects a second year of profitability

 

Tissue Regenix (AIM: TRX), the regenerative medical devices company, provides
the following update on its review of strategic options announced late last
year.

 

On 4 November 2024
(https://www.londonstockexchange.com/news-article/TRX/response-to-media-speculation/16747876)
, the board of directors of Tissue Regenix (the "Board") announced that it was
undertaking a review of the Company's strategic options, that included
soliciting offers for the Company, on a focused and targeted basis (the
"Strategic Review"). This Strategic Review has enabled the Company to evaluate
material possible corporate transactions, including the sale of the whole of
the Company.

 

The Board regularly assesses the options set against the value which the stock
market ascribes to the Company. With the share price in November standing at
57p, the Board unanimously felt that the value of the Company was not
representative of the prospects and delivery which had been seen over the last
3+ years. The Company had delivered eight consecutive reporting periods of
growth and demonstrated profitability on an adjusted EBITDA* basis for 2023
and H1 2024.

 

Since the announcement of the Strategic Review, the Company has continued to
deliver growth and produced a strong 2024 trading update, as announced on 30
January 2025
(https://www.londonstockexchange.com/news-article/TRX/full-year-trading-update/16876033)
. Total Group revenue for the year ended 31 December 2024 is expected to
increase by 8% to $28.4m (2023: $26.3m), and the Company expects to once
again report an adjusted EBITDA profit above expectations.

 

Since the announcement of the Strategic Review in November 2024, the Company
has extended its relationship with one of its major customers (Arthrex),
announced that adjusted EBITDA would be ahead of expectations and been granted
an important European patent. Despite these multiple positive developments,
the share price has fallen over 30% reflecting a challenging market
environment for small cap companies which is of serious concern for the Board.
The Board believes the Company's valuation is now at a level which bears no
resemblance to the prospects or the typical valuation that a business in this
sector would be ascribed; the Board believes that despite varying degrees of
interest in the Company, the current equity value cannot be used as a base
from which a strategic transaction can occur. The Board, in conjunction with
advisors and major shareholders, will continue to assess the best route
forward to deliver the substantial value that exists in this business, which
is not being reflected in the share price today.

 

The Board has determined that based on discussions to date, it does not
believe there is a prospect of an appropriate offer for the issued, and to be
issued, share capital of Tissue Regenix being forthcoming in the near term.
Accordingly, the Company is no longer in discussions with any interested
parties.

 

Consequently, the Board has decided to terminate the Strategic Review, and the
Company is no longer in an offer period as defined by the City Code on
Takeovers and Mergers (the "Takeover Code"). As a result, the disclosure
requirements pursuant to Rule 8 of the Takeover Code are no longer applicable
with effect from the publication of this announcement.

 

Accordingly, the Board will focus on delivering sustainable growth as a
standalone independent entity and look forward to further growth in 2025 and
beyond.

 

* Adjusted EBITDA: profit before interest, taxes, depreciation, amortisation
and share-based payments

 

Daniel Lee, CEO of Tissue Regenix, commented: "As we announced at the time of
our Trading Update, the 4S strategy and our growth pillars continued to
deliver growth and we have not wavered from executing on the plans which drive
the business forward. Demand for our market differentiated tissue products
remains strong and will be augmented with product line enhancements with
existing and new customers to drive additional growth in 2025. Our flexibility
has given us the ability to weather the significant regulatory and market
changes we have encountered over the last year. This strategic process has not
changed our growth strategy across all of our divisions."

 

For more information, please contact:

 

 Tissue Regenix Group plc
 Daniel Lee, Chief Executive Officer                       via Walbrook PR

 David Cocke, Chief Financial Officer

 Canaccord Genuity (Financial Adviser)
 Matt Steere / Simon Bridges / Andrew Potts / Harry Rees   Tel: +44 (0) 20 7523 8000

 Cavendish Capital Markets (Nominated Adviser and Broker)
 Geoff Nash/Giles Balleny/Edward Whiley                    Tel: +44 (0) 20 7466 5000

 Nigel Birks - Life Science Specialist Sales

 Harriet Ward - ECM

 Walbrook PR (Financial PR and IR)                         Tel: +44 (0)20 7933 8780
 Alice Woodings / Lianne Applegarth                        Tissue Regenix@walbrookpr.com (mailto:TissueRegenix@walbrookpr.com)

 

About Tissue Regenix (www.tissueregenix.com (http://www.tissueregenix.com) )

Tissue Regenix is a leading medical device company in regenerative medicine.
The Company's patented decellularisation technology (dCELL®) removes DNA and
other cellular material from animal and human soft tissue, leaving an
acellular tissue scaffold that is not rejected by the patient's body and can
be used to repair diseased or damaged body structures. Current applications
address many crucial clinical needs in sports medicine, foot and ankle
injuries, and wound care.

 

In August 2017, Tissue Regenix acquired CellRight Technologies®. This
biotech company specialises in regenerative medicine and is dedicated to
developing high-quality, innovative tissue scaffolds to enhance healing
opportunities in defects created by trauma and disease. CellRight's human
tissue products may be used in spine, trauma, general orthopaedic, dental and
ophthalmological surgical procedures.

 

 

 

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