Repligen Corporation (NASDAQ:RGEN), a life sciences company focused
on bioprocessing technology leadership, today announced that it has
entered into a definitive agreement to acquire privately-held
ARTeSYN Biosolutions (“ARTeSYN”) for approximately $200 million,
comprised of approximately $130 million in cash and approximately
$70 million in Repligen common stock. ARTeSYN Biosolutions is
projected to generate approximately $30 million in revenue (pro
forma) in 2020, led by the success of its single-use chromatography
and filtration systems which are considered the gold standards in
downstream bioprocessing due to their performance, automation and
low hold-up volumes. The proposed acquisition of ARTeSYN, combined
with the recent acquisitions of Engineered Molding Technologies
(“EMT”) and Non-Metallic Solutions (“NMS”) further establishes
Repligen as a premier player in single-use systems and associated
integrated flow path assemblies.
ARTeSYN Biosolutions is expected to contribute approximately $33
to $36 million in revenue in 2021 and be breakeven to Repligen’s
adjusted earnings per share in 2021, and accretive in 2022.
Non-Metallic Solutions is expected to contribute approximately $5
million in revenue in 2021 and be accretive to Repligen’s adjusted
earnings per share in 2021.
Over the past decade, ARTeSYN Biosolutions has established
downstream processing leadership with a suite of state of the art
single-use systems for chromatography, filtration, continuous
manufacturing and media/buffer prep workflows. In addition, the
Company has integrated unique flow path assemblies utilizing EMT’s
silicone extrusion and molding technology, to deliver highly
differentiated, low hold-up volume systems that minimize product
loss during processing.
Tony J. Hunt, President and CEO of Repligen said, “The addition
of ARTeSYN Biosolutions and Non-Metallic Solutions further
strengthens our Systems offering. The ARTeSYN portfolio expands on
the market success of our hollow fiber systems and complements our
market leading chromatography and TFF filtration product lines. We
are excited to welcome the ARTeSYN Biosolutions and the
Non-Metallic Solutions teams to Repligen and we look forward to
further developing and integrating their highly differentiated
single-use solutions into our portfolio.”
Michael Gagne, Founder and CXO of ARTeSYN Biosolutions said, “We
have made tremendous progress over the last four years as we
introduced automated, highly efficient chromatography and
filtration systems with unique flow path designs. We are at a point
now where we need to scale again and believe Repligen is the best
partner to grow with. We look forward to driving expanded, global
adoption of our products, and continuing to advance innovative
single-use systems and flow paths as gold standards in the
industry”.
Approvals and FinancingThe acquisition of
ARTeSYN Biosolutions is expected to be completed during the fourth
quarter of 2020, subject to the satisfaction of customary closing
conditions, including the expiration or termination of the waiting
period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act
of 1976. To fund the transaction, Repligen intends to use its cash
on hand, which totaled approximately $560 million at June 30,
2020.
Perella Weinberg Partners LP is acting as financial advisor and
Goodwin Procter LLP is serving as legal counsel to
Repligen. EC M&A is acting as financial advisor and
Peter Taylor Law (as lead counsel) and Enterprise Counsel Group (as
deal counsel) are serving as legal counsel to ARTeSYN
BioSolutions.
About Repligen
CorporationRepligen Corporation is a global life sciences
company that develops and commercializes highly innovative
bioprocessing technologies and systems that increase efficiencies
in the process of manufacturing biological drugs. We are inspiring
advances in bioprocessing for the customers we serve; primarily
biopharmaceutical drug developers and contract development and
manufacturing organizations (CDMOs) worldwide. Our corporate
headquarters are located in Waltham, MA (USA), and we have
additional administrative and manufacturing operations in Rancho
Dominguez, CA; Marlborough and Auburn, MA; Bridgewater, NJ; Clifton
Park, NY; Dallas, TX; Ravensburg, Germany; Breda, the Netherlands
and Lund, Sweden.
About ARTeSYN
BiosolutionsARTeSYN Biosolutions is a
privately-held company with corporate headquarters in Waterford,
Ireland, and additional locations in the United States and
Estonia. The company has grown rapidly as its products
have become integral to a variety of downstream bioprocessing
systems. Its suite of single-use solutions have been created
with the goal of enabling “abundance in medicine” by allowing 10x
greater efficiency in biologics manufacturing. The ARTeSYN
Biosolutions team has created a number of solutions targeting the
single-use space from single-use valves with fully disposable valve
liners, XO® skeletal supports, a hybrid small parts offering
for de-bottlenecking traditional facilities, and fully automated SU
process systems that have quickly become leading solutions in the
bioprocessing industry.
About
Non-Metallic
Solutions Non-Metallic Solutions (NMS), a privately-held
company based in Auburn, MA, specializes in plastic fabrication,
assembly, standard thermoplastic tanks, as well as rotational
molding (rotomolding) expertise. NMS primarily services the
biopharmaceutical industry, offering quality products such as USP
Class VI polypropylene process vessels, standard or custom-designed
mixing bag retainers, custom-machined manifolds, concentric
reducers, and a wide range of optimum performance tubing, fittings,
accessories and components. NMS provides value-added modifications
to customers’ existing product lines, and for new product designs
and development.
Forward-Looking Statements The following
constitutes a “Safe Harbor” statement under the Private Securities
Litigation Reform Act of 1995: This press release contains
forward-looking statements, which are made pursuant to the safe
harbor provisions of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Investors are cautioned that statements in this press
release which are not strictly historical statements, constitute
forward-looking statements, including, without limitation, express
or implied statements or guidance regarding the expected results of
the ARTeSYN Biosolutions and NMS acquisitions on Repligen’s future
financial performance, including the accretive nature of these
acquisitions and expected synergies following these acquisition,
customer adoption of ARTeSYN Biosolutions and NMS’ products, the
expected expansion of Repligen’s product lines, the anticipated
funding for the ARTeSYN Biosolutions acquisition, the timing of the
closing of the ARTeSYN Biosolutions acquisition, and other
statements identified by words like “believe,” “expect,” “may,”
“will,” “should,” “seek,” “anticipate,” or “could” and similar
expressions. Such forward-looking statements are subject to a
number of risks and uncertainties that could cause actual results
to differ materially from those anticipated, including, without
limitation, risks associated with: the risk that the proposed
acquisition may not be completed in a timely manner, or at all; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the ARTeSYN Biosolutions
acquisition; our ability to integrate ARTeSYN Biosolutions and NMS’
businesses and personnel and to achieve expected synergies; our
ability to maintain or expand the historical sales of ARTeSYN
Biosolutions or NMS; our ability to accurately forecast these
acquisitions, related restructuring costs and allocation of the
purchase prices, goodwill and other intangibles acquisition related
and other asset adjustments; our ability to develop and
commercialize products and the market acceptance of our products;
reduced demand for single-use or disposable bioprocessing products
that adversely impacts our future revenues, cash flows, results of
operations and financial condition; our volatile stock price; and
other risks detailed in Repligen’s most recent Annual Report on
Form 10-K on file with the Securities and Exchange Commission and
the other reports that Repligen periodically files with the
Securities and Exchange Commission. Actual results may differ
materially from those Repligen contemplated by these
forward-looking statements. These forward looking statements
reflect management’s current views and Repligen does not undertake
to update any of these forward-looking statements to reflect a
change in its views or events or circumstances that occur after the
date hereof except as required by law.
Repligen Contact: Sondra S. NewmanGlobal Head
of Investor Relations(781) 419-1881investors@repligen.com
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