CORRECTED PRESS RELEASE: BASi Acquires the Smithers Avanza Toxicology Services Business Unit to Support Growing Toxicology Bu...
May 07 2019 - 2:30PM
This press release corrects a prior version published on May 1,
2019, and is updated to revise the amount of one of the loans
previously reported. The corrected release reads:
BASi Acquires the Smithers Avanza
Toxicology Services Business Unit to Support Growing Toxicology
Business and Broaden Scientific Talent
WEST LAFAYETTE, Ind., May 1, 2019 -- Bioanalytical
Systems, Inc., (NASDAQ:BASI) (“BASi” or the
“Company”) today announced its acquisition of the Smithers
Avanza Toxicology Services business unit, a contract
research organization (CRO) located in Gaithersburg, Maryland,
which specializes in general toxicology, vaccine safety and
developmental and reproductive toxicology (DART) studies, in
support of pharmaceutical and chemical industry research and
development. The acquired business will operate as a wholly owned
subsidiary of BASi under the name BASi Gaithersburg.
“The acquisition of the Smithers Avanza Toxicology Services
business unit solidly supports BASi’s vision of strategic growth,”
said Robert Leasure, Jr., BASi’s President and Chief Executive
Officer. “With strong demand for our toxicology and drug
disposition services, we needed to add space and talent. The team
that is joining us from Smithers in Gaithersburg will allow us to
provide more resources to our clients, while remaining small enough
to be flexible, responsive and consultative. Not only will the
Gaithersburg site provide increased capacity for routine safety
assessment, we also acquired significant expertise in developmental
and reproductive toxicology.”
Michael Hochschwender, President and Chief Executive Officer,
The Smithers Group, Inc., commented, “Selling a business unit is
never an easy decision, but we recognized that the scope and scale
of BASi coupled with our team’s scientific expertise would benefit
our clients and team tremendously. Operating as a single site
toxicology business presented operational efficiency challenges
that could be overcome with the added sites and in-house
capabilities of BASi. We are very proud of the accomplishments and
reputation of the Gaithersburg Toxicology Services team. We are
thankful to our loyal clients who supported this business and are
confident they will enjoy a seamless transition to BASi.”
BASi provides contract research services and monitoring
instruments to emerging pharmaceutical companies, drug development
companies, and medical research organizations—primarily in drug
discovery and development, and integrating services across
commercial and academic settings. The acquisition of the Smithers
Avanza Toxicology Services business unit is another strategic
milestone for the Company which made several key appointments to
its organizational leadership in recent months, invested in the
multi-phase expansion of its GLP toxicology facility near
Evansville, Indiana, and acquired the Missouri-based
Seventh Wave Laboratories in July of last
year.
With this transaction, BASi adds immediate capacity and expects
to further capitalize on its assets and broadened scientific
expertise to guide clients through drug safety and disposition
evaluations utilizing a comprehensive portfolio of tools and
services:
- Lead optimization through candidate selection;
- In vivo toxicology and pharmacology;
- Vaccine safety testing;
- Developmental and Reproductive Toxicology (DART);
- GLP in vivo services;
- GLP and non-GLP/discovery bioanalysis;
- Histopathology including immunohistochemistry and image
analysis;
- Drug Metabolism & Pharmacokinetics;
- In vitro and in vivo bioequivalence testing; and
- BASi Culex® Automated Sampling Systems.
Michael Dorato, PhD, DABT, Fellow ATS, former Executive Vice
President of Smithers Avanza Toxicology Services and
newly-appointed Senior Vice President at BASi Gaithersburg, added,
“Our group strengthens BASi’s core capabilities, adds scientific
depth, and expands the offerings, all while providing a
moderate-sized CRO experience, focused on clients that value
flexibility and responsiveness.”
Transaction Summary
Pursuant to the terms of an asset purchase
agreement (the “APA”), BASi acquired substantially all of the
assets used by the seller in connection with the performance of
in-vivo mammalian toxicology CRO services for pharmaceuticals
(small molecules and biologics), vaccines, agro and industrial
chemicals for approximately $1.27 million in cash (a portion of
which remains in escrow), 200,000 Common Shares of BASi and an
unsecured subordinated promissory note in the initial principal
amount of $810,000. In connection with the transaction, BASi
amended its credit arrangements with First Internet Bank to, among
other things, renew the Company’s revolving loan of $3.5 million
and to add two new term loans in the amounts of $1.27 million and
$1.1 million, respectively, a portion of the proceeds of which were
used to fund the acquisition, with the remaining proceeds to be
used for capital equipment financing and for future general
corporate needs.
A Current Report on Form 8-K containing further
details regarding the APA and the transaction will be filed by
BASi.
About Bioanalytical Systems, Inc.
BASi is a pharmaceutical development company providing contract
research services and monitoring instruments to emerging
pharmaceutical companies and the world's leading drug development
companies and medical research organizations. The Company focuses
on developing innovative services supporting its clients’ discovery
and development objectives for improved decision-making and
accelerated goal attainment. BASi’s products focus on increasing
efficiency, improving data, and reducing the cost of taking new
drugs to market. Visit www.BASinc.com for more
information about BASi.
This release may contain forward-looking statements that are
subject to risks and uncertainties including, but not limited to,
risks and uncertainties related to changes in the market and demand
for our products and services, the development, marketing and sales
of products and services, changes in technology, industry and
regulatory standards, and various market and operating risks
detailed in the company's filings with the U.S. Securities and
Exchange Commission.
BASi Company Contacts:Joe
FlynnChief Commercial OfficerPhone:
314.882.2218jflynn@BASinc.com
Jill C. BlumhoffChief Financial OfficerPhone:
765.497.8381jblumhoff@BASinc.com
Smithers Company Contact:David L.
SchwarzVice PresidentMarketing and Strategic Planning Phone:
330.762.7441dschwarz@smithers.com
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