The transaction in brief
- Founded in 2007, by leading scientists and PhD Students from
Karlsruhe Institute of Technology (KIT), Nanoscribe is a pioneer and a market leading company in 2PP technology. The Company's products are being used by customers in over 30 different countries worldwide, enabling customers to materialize their ground-breaking ideas. Nanoscribe will continue as part ofCELLINK's business area Bioprinting. -
Through the strategic acquisition of Nanoscribe, the
CELLINK Group will achieve the following:
-
By combining
CELLINK's and Nanoscribe's revolutionary technologies, we can offer market-leading 2PP products for a wide range of customer segments. Nanoscribe's technology empowers cutting edge science and drives industrial innovations in a wide variety of sectors such as bioprinting, microfluidics, micro-optics, micromechanics, biomedical engineering, and integrated photonics technologies. The life science industry is currently going through a very exciting transformation where many processes and technologies are being miniaturized to increase throughput and reduce cost, where price of reagents is a major bottle neck for sequencing. One example is the sample preparation steps for single cell genomics applications. With Nanoscribe's technology, we stay competitive in this transformation and this enables us to miniaturize devices for a wide range of applications, resulting in internal capabilities to further expand our consumables offering across all business areas. The CELLINK Group will be the only company in the industry with internal 2PP additive manufacturing capabilities, providing us with a leg up on competition. Nanoscribe's technology enables bioprinting of vascular microenvironments at sub-cellular scale, suitable for cell studies and lab-on-a-chip applications, which is expected to contribute to the Groups' product development, yielding additional recurring revenue through fabrication of implants, microneedles, microporous membranes, and consumables for omics applications.-
The Acquisition is in line with
CELLINK's bioconvergence strategy, complementingCELLINK's cutting edge product offering and brings the Group further into the field of tissue and cellular structure printing. We have identified several strong synergies by combiningCELLINK's cutting-edge macro structural bioprinting technology with Nanoscribe's micro structural bioprinting technology for more realistic tissue architecture, including vascularization and cell support. Nanoscribe's technology will enable a cross-functional adoption within all three business areas and enhance consumables product development and offerings.
-
The purchase price for all outstanding shares in Nanoscribe on a cash- and debt-free basis, and under the assumption that the working capital at closing equals the normalized working capital at closing, amounts to E34 million and approximately E16 million in earn-outs. The earn-out is paid based on target fulfillment of financial targets for the fiscal years 2021-2023. Approximately thirty-five percent of the fixed purchase price of E34 million will be paid in newly issued shares of series B in
CELLINK and the remaining earn-outs will be paid cash. - Nanoscribe is expected to generate E15.4 million of revenue in 2021 with a double-digit EBITDA margin.
- The Acquisition's completion and the transfer of Nanoscribe's shares are expected to take place as soon as reasonably possible, provided that all conditions for completion are met.
- Nanoscribe will remain under current entity and management post-transaction.
-
Nanoscribe will be consolidated in
CELLINK 's financial statements fromCELLINK's second quarter 2021 and in the financial reporting fromJune 1, 2021 . CELLINK's Board of Directors will resolve on an issue in kind of the Consideration Shares in accordance with the authorization from the Annual General Meeting held onApril 26, 2021 .
"With this strategic acquisition of Nanoscribe, we will further strengthen our market leading position within the 3D bioprinting segment. With Nanoscribe's state of the art 2PP technology, we will complement our product portfolio and offer a wider range of products to our amazing customers. We are combining our strong, purpose driven growth agenda with trailblazing bioconverging technologies for the sake of improving health all around the world." Erik Gatenholm, CEO,
"We take pride in our state-of-the-art 2PP technology, offering our customers the tools to materialize their ground-breaking ideas. We are a vibrant, award-winning company that continuously strives to maintain our market leading position, which has been achieved through close relationships with our customers. We very much look forward to join the
About Nanoscribe
Founded in 2007, by leading scientists and PhD Students from
The company is headquartered near Karlsruhe,
Background and motivation for the Acquisition
The Acquisition is in line with
By combining
The Acquisition is in line with
Purchase price
The purchase price for all outstanding shares in Nanoscribe on a cash- and debt-free basis, and under the assumption that the working capital at closing equals the normalized working capital at closing, amounts to E34 million and approximately E16 million in earn-outs. The earn-out is paid based on target fulfillment of financial targets for the fiscal years 2021-2023. Approximately thirty-five percent of the fixed purchase price of E34 million will be paid in newly issued shares of series B in
Issue of the Consideration Shares
The Consideration Shares will be issued at a subscription price determined by the volume weighted average price of
The Consideration Shares will be covered by a lock-up undertaking for up to 24 months with a partial release after 12 months.
Closing
The Acquisition's completion and the transfer of Nanoscribe's shares will take place as soon as reasonably possible after signing, provided that all conditions for completion are met.
Advisors
Hengeler & Müller acts as legal advisors to
For further information, please contact:
Erik Gatenholm, CEO Phone ( Phone (US): +1 (650) 515 5566 Email: eg@cellink.com | Phone ( Phone (US): +1 (857) 332 2138 Email: gd@cellink.com |
This is information that
About
Founded in 2016,
https://news.cision.com/cellink-ab/r/cellink-has-entered-into-an-agreement-to-acquire-nanoscribe--a-market-leading-3d-bioprinting-company,c3349693
https://mb.cision.com/Main/14960/3349693/1419776.pdf
(c) 2021 Cision. All rights reserved., source