Acacia Agrees to Acquire Portfolio of Life Science Assets for £223.9 million
June 05 2020 - 7:00AM
Business Wire
Equity interests in up to 19 public and private
life sciences companies
Acacia Research Corporation (“we”, "Acacia" or "the Company")
(Nasdaq: ACTG), a publicly-traded investor in absolute return
assets, today announced that it had entered into an agreement with
Link Fund Solutions Limited (“LFS”) to purchase shares in up to 19
public and private life sciences companies from LF Equity Income
Fund (the “Fund”) for a total consideration of up to £223.9
million. The acquisition of the private companies is subject to the
waiver or completion of customary pre-emption processes of such
companies.
Clifford Press, Chief Executive Officer, stated, “This
transaction is representative of the exceptional capabilities of
Acacia’s transactional team with the financial and structuring
support of our strategic partnership with Starboard Value LP.
Despite pandemic conditions in the USA and UK, this transaction was
enabled by the resources that Acacia brought to bear, including
experience in complex financial structures; and highlights the
flexibility and agility of our investment team – all supported by
our ready access to capital.”
Al Tobia, President and Chief Investment Officer, added, “This
is a unique transaction, entered into during a period of
unparalleled market turmoil and dislocated equity markets. We
previously communicated our interest in life sciences assets and
have been actively researching opportunities to invest in this
sector. Our acquisition of the life sciences portfolio from the
Fund is a product of those research activities.”
Mr. Tobia noted, “We appreciate the financial and transactional
support that we have received from Starboard Value throughout this
process. This is an exciting step in transforming Acacia into a
leading absolute return-focused platform for investing in
intellectual property, technology, and other unique investment and
acquisition opportunities. Acacia’s strategic committee continues
to identify and research new opportunities in operating companies
in parallel with this transaction. Following this transaction, we
will continue to have substantial access to capital and financial
flexibility to complete further acquisitions of size.
“The transaction will be financed with $35 million in cash
currently in escrow; the issuance of $115 million in new Starboard
Notes; and cash on hand. Given the unique nature of this
transaction, we have amended our agreement with Starboard to allow
the Company to reduce its dividend and interest expense to the
extent that the full proceeds of the financing are not needed in
the near term, while maintaining the ability to deploy the full
$400 million in Starboard capital into new investments.”
Advisors
Acacia was advised by WG Partners LLP, a life
sciences-specialist investment bank. WG Partners originated the
transaction and has advised Acacia on due diligence and
transactional matters. Acacia’s legal advisors were Herbert Smith
Freehills, LLP in London, and Schulte, Roth, and Zabel, LLP in New
York. LFS were advised by PJT Park Hill. LFS’s legal advisors were
Debevoise and Plimpton, LLP in London.
About Acacia Research Corporation
Founded in 1993, Acacia Research Corporation (ACTG) invests in
absolute return assets of intellectual property, life sciences, and
other developed technologies. In 2020, Acacia embarked on a
strategic partnership with Starboard Value, L.P. to build a
platform to pursue opportunities that leverage Acacia’s governance
experience and significant capital resources.
Information about Acacia Research Corporation and its
subsidiaries is available at www.acaciaresearch.com.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
This news release contains forward-looking statements within the
meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. These statements are based upon our
current expectations and speak only as of the date hereof. Our
actual results may differ materially and adversely from those
expressed in any forward-looking statements as a result of various
factors and uncertainties, including the ability to successfully
implement our strategic plan, the ability to successfully build out
a new leadership team within a certain timeframe, the ability to
streamline financial reporting, the ability to successfully develop
licensing programs and attract new business, changes in demand for
current and future intellectual property rights, legislative,
regulatory and competitive developments addressing licensing and
enforcement of patents and/or intellectual property in general,
general economic conditions and the success of our investments. Our
Annual Report on Form 10-K, recent and forthcoming Quarterly
Reports on Form 10-Q, recent Current Reports on Form 8-K, and any
amendments to the foregoing, and other SEC filings discuss some of
the important risk factors that may affect our business, results of
operations and financial condition. We undertake no obligation to
revise or update publicly any forward-looking statements for any
reason.
The results achieved in the most recent quarter are not
necessarily indicative of the results to be achieved by us in any
subsequent quarters, as it is currently anticipated that Acacia
Research Corporation’s financial results will vary, and may vary
significantly, from quarter to quarter. This variance is expected
to result from a number of factors, including risk factors
affecting our results of operations and financial condition
referenced above, and the particular structure of our licensing
transactions, which may impact the amount of inventor royalties and
contingent legal fees expenses we incur from period to period.
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version on businesswire.com: https://www.businesswire.com/news/home/20200605005091/en/
Inquiries - US:
Rob Fink FNK IR 646-809-4048 rob@fnkir.com
Inquiries - UK:
David Bick On behalf of WG Partners LLP +44 (7831) 381201
david.bick@square1consulting.co.uk
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