– Precigen enters into agreement to sell
wholly-owned subsidiary Trans Ova Genetics to URUS for $170 million in upfront cash and up to
$10 million earn-out over two years;
close expected in Q3 2022 –
– Transaction, upon closing, will
solidify balance sheet and the Company intends to pay the senior
convertible notes when due in July
2023 –
– Divestiture of this non-healthcare
subsidiary will largely complete Precigen's strategy to focus
exclusively on healthcare –
GERMANTOWN, Md., July 5, 2022
/PRNewswire/ -- Precigen, Inc. (Nasdaq: PGEN), a biopharmaceutical
company specializing in the development of innovative gene and cell
therapies to improve the lives of patients, today announced that
the Company has entered into a definitive agreement for the sale of
its wholly-owned non-healthcare subsidiary, Trans Ova Genetics,
L.C. ("Trans Ova"), an industry-leading animal reproductive
technologies company, to URUS, a holding company with
cooperative and private ownership, for $170
million in upfront cash and up to $10
million earn-out based on the performance of Trans Ova in
2022 and 2023. Consummation of the transaction, anticipated in Q3
2022, is subject to customary closing conditions, including
clearance under the Hart-Scott-Rodino Antitrust Improvements Act of
1976.
"We believe this transaction will support Precigen's mission as
a premier cell and gene therapy company laser focused on the rapid
development of our top clinical assets to maximize shareholder
value and potentially improve the way devastating diseases like
cancer are treated," said Helen
Sabzevari, PhD, President and CEO of Precigen. "I am proud
of Precigen management and the Trans Ova team for successfully
leading the financial turnaround of Trans Ova operations to
maximize the value of this asset over the last two years. We expect
to have the capacity to pay the convertible notes upon maturity and
to focus on fast regulatory paths for our healthcare
portfolio."
Rabo Securities USA, Inc. is
acting as exclusive financial advisor to Precigen and Davis Polk & Wardwell LLP is providing
Precigen with legal support for the transaction.
Precigen: Advancing Medicine with Precision™
Precigen (Nasdaq: PGEN) is a dedicated discovery and clinical stage
biopharmaceutical company advancing the next generation of gene and
cell therapies using precision technology to target the most urgent
and intractable diseases in our core therapeutic areas of
immuno-oncology, autoimmune disorders, and infectious diseases. Our
technologies enable us to find innovative solutions for affordable
biotherapeutics in a controlled manner. Precigen operates as an
innovation engine progressing a preclinical and clinical pipeline
of well-differentiated therapies toward clinical proof-of-concept
and commercialization. For more information about Precigen, visit
www.precigen.com or follow us on Twitter @Precigen,
LinkedIn or YouTube.
Cautionary Statement Regarding Forward-Looking
Statements
Some of the statements made in this press release are
forward-looking statements. These forward-looking statements are
based upon the Company's current expectations and projections about
future events and generally relate to plans, objectives, and
expectations for the development of the Company's business,
including the consummation of the prospective sale of Trans Ova
Genetics, the use of capital from that transaction, the timing and
progress of preclinical studies, clinical trials, discovery
programs and related milestones, the promise of the Company's
portfolio of therapies, and in particular its CAR-T and AdenoVerse
therapies. Although management believes that the plans and
objectives reflected in or suggested by these forward-looking
statements are reasonable, all forward-looking statements involve
risks and uncertainties, including the possibility that the sale of
Trans Ova will not be consummated on the expected timeline or at
all (whether due to a failure to receive, or delay in the receipt
of, clearance under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 or other third party consents required for the
transaction or the failure to satisfy other conditions to the
consummation of the transaction), the possibility that the timeline
for the Company's clinical trials might be impacted by the COVID-19
pandemic, and actual future results may be materially different
from the plans, objectives and expectations expressed in this press
release. The Company has no obligation to provide any updates to
these forward-looking statements even if its expectations change.
All forward-looking statements are expressly qualified in their
entirety by this cautionary statement. For further information on
potential risks and uncertainties, and other important factors, any
of which could cause the Company's actual results to differ from
those contained in the forward-looking statements, see the section
entitled "Risk Factors" in the Company's most recent Annual Report
on Form 10-K and subsequent reports filed with the Securities and
Exchange Commission.
Investor Contact:
Steven M. Harasym
Vice President, Investor Relations
Tel: +1 (301) 556-9850
investors@precigen.com
Media Contacts:
Donelle M. Gregory
press@precigen.com
Glenn Silver
Lazar-FINN Partners
glenn.silver@finnpartners.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/precigen-enters-into-agreement-to-divest-non-healthcare-subsidiary-trans-ova-genetics-301580212.html
SOURCE Precigen, Inc.