Oxford Biomedica announces the signing of a sale and purchase agreement with Institut Mérieux for the acquisition of ABL Europe- The transaction
- Provides
Oxford Biomedica with multi viral vector CDMO capabilities – to be made available across the Company’s six manufacturing sites in EU, US andUK - Expands Oxford Biomedica’s capacity in process and analytical development and early-stage manufacturing to better address client needs
- Provides new facilities in
France to enhance service for clients adding process development and manufacturing capacity in the EU - Reinforces Oxford Biomedica’s position as a world leading cell and gene therapy CDMO
- Provides
- 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
The acquisition of ABL Europe will consolidate
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
Institut Mérieux has acquired a 3.3 per cent stake in
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
The Transaction constitutes a Class 2 transaction for the Company for the purposes of the
Dr.
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 on19 September 2023 (being the last business day before the announcement ofOxford Biomedica and Institut Mérieux entering into exclusive negotiations with regards to the Transaction); and (ii) the VWAP between19 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 theFinancial Conduct Authority and to be admitted to trading on the main market for listed securities of theLondon 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 byOxford Biomedica subject to 10 business days prior notice to Institut Mérieux (the "Deferred Subscription Date"), in exchange forOxford 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:
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
About
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.
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
Present in 45 countries, Institut Mérieux employs 22,000 people around the world and achieves a turnover of
www.institut-merieux.com
Source:
2023 GlobeNewswire, Inc., source