TIDMABC
RNS Number : 8869S
ABCAM PLC
11 November 2019
11 November 2019
ABCAM PLC
("Abcam" or "the Group")
Abcam agrees to acquire Expedeon's Proteomics and Immunology
business, expanding offerings into the fast-growing conjugation
segment
- Acquisition of leading protein conjugation technologies and
products with well-known industry brands, including
Lightening-Link(R) and CaptSure(TM)
- Complementary to Abcam's existing antibody and multiplex
growth strategy, with high customer overlap
- Acquisition expected to be accretive from the first full year
of ownership (FY21)(1) and to deliver a ROIC (pre-tax) ahead of the
Group's WACC by the third full year of ownership (FY23)
Abcam plc (AIM LSE: ABC), a global leader in the supply of life
science research tools, today announces that it has entered into a
definitive agreement to acquire Expedeon Ltd, Innova Biosciences
Ltd. and TGR BioSciences (the "Proteomics and Immunology business")
from Expedeon AG ("Expedeon") for a cash consideration of EUR120
million (the "Acquisition").
Background to and reasons for the Acquisition
Protein labelling is a large, growing market - essential to
biological research in proteomics. Proteomics research requires the
use of molecular labels that are covalently attached to a protein
of interest to facilitate detection or purification of the protein
or its binding partners.
The Acquisition represents a compelling strategic fit for
Abcam:
- Accelerates Abcam's strategic ambition within the
complementary antibody conjugation and labelling market, where
there is high customer overlap;
- Expands Abcam's addressable market by leveraging Expedeon's
technologies in conjugation with Abcam's deep expertise and
experience in customer service, digital marketing and sales;
and
- Provides opportunity to combine Expedeon and Abcam's
technologies to create new value-added products to support customer
needs
Principal terms and financial effects of the Acquisition
- Proposed acquisition of Expedeon's Proteomics and Immunology
business for a cash consideration of EUR120 million on a cash free
/ debt free basis
- Acquisition to be funded from a drawdown of the Group's
Revolving Credit Facility and existing cash resources
- Acquisition subject to approval by Expedeon shareholders at a
general meeting to be held on 19 December 2019. If approved by
Expedeon shareholders, the Acquisition is expected to close in
early 2020
- The proposed transaction results in the acquisition of
substantially all the revenues, profits and assets of Expedeon. The
most recently audited results of Expedeon, for the 12 months ended
31 December 2018, were revenues of EUR13.1m (GBP11.3m), adjusted
EBITDA of EUR1.0m (GBP0.9m) and Net assets of EUR46.5m
(GBP40.0m)(2)
- The Acquisition is expected to be neutral to Abcam's adjusted
earnings in the current financial year (FY20) and accretive from
the first full year of ownership (FY21)(1) . The Acquisition is
expected to deliver a ROIC (pre-tax) ahead of the Group's Weighted
Average Cost of Capital (WACC) by the third full year of ownership
(FY23)
Alan Hirzel, CEO of Abcam, commented:
"Abcam's growth strategy is committed to building out
conjugation and assay capabilities. Expedeon's portfolio of
products and technology, combined with Abcam's antibody and protein
strengths, will put our company in a strong position to address the
growing need for antibody conjugation and multiplexing solutions.
We look forward to taking these innovation capabilities to market
to provide a broader array of distinctive products for our
customers."
Analyst and Investor Conference Call
A conference call for analysts and investors will be held at
1400 GMT / 0900 EST, today.
To participate in this call, please contact Mary Whittow at FTI
Consulting (Mary.Whittow@fticonsulting.com / +44 (0)20 3327 1366)
for dial-in details.
1. Before acquisition and integration related costs
2. Based on an average EUR:GBP exchange rate of 1.16:1
Ondra LLP provided advice to the Board of Directors of Abcam in
relation to this transaction.
For further information, please contact:
Abcam
+ 44 (0) 1223 696 000
Alan Hirzel, Chief Executive Officer
Gavin Wood, Chief Financial Officer
James Staveley, VP Investor Relations
J.P. Morgan Cazenove - Nominated Advisor and Joint Corporate
Broker
+44 (0) 20 7742 4000
James Mitford / Hemant Kapoor
Numis - Joint Corporate Broker
+44 (0) 20 7260 1000
Garry Levin / Duncan Monteith
FTI Consulting (Media enquiries)
+44 (0) 20 3727 1000
Ben Atwell / Brett Pollard / Natalie Garland-Collins
Ondra LLP, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting solely for the
Board of Directors of Abcam and no one else in connection with the
matters described in this announcement and will not be responsible
to anyone other than the Board of Directors of Abcam for providing
the protections afforded to clients of Ondra LLP, nor for providing
advice in relation to this announcement. Neither Ondra LLP nor any
of its respective subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Ondra LLP in
connection with this announcement or any matter referred to
herein.
Forward looking statements
This announcement, including any information included or
incorporated by reference in this announcement, may contain
forward-looking statements (including words such as "believe",
"expect", "estimate", "intend", "anticipate" and words of similar
meaning) which are based upon current expectations and assumptions
regarding anticipated developments and other factors affecting the
Abcam Group. All statements other than statements of historical
facts may be forward-looking statements and should not be treated
as guarantees of future performance. These forward-looking
statements involve risks and uncertainties, many of which are
beyond the control of the Abcam Group, and there are important
factors that could cause actual results to differ materially from
those expressed or implied by these forward-looking statements.
These forward-looking statements speak only as at the date of this
announcement and accordingly undue reliance should not be placed on
such statements. The Abcam Group does not assume any obligation to,
and does not intend to, revise or update these forward-looking
statements, except as required pursuant to applicable law.
About Abcam plc
As a global life sciences company, Abcam identifies, develops,
and distributes high-quality biological reagents and tools that are
crucial to research, drug discovery and diagnostics. Working across
the industry, the Company supports life scientists to achieve their
mission, faster.
Abcam partners with life science organisations to co-create
novel binders for use in drug discovery, in vitro diagnostics and
therapeutics, driven by the Company's proprietary discovery
platforms and world-leading, antibody expertise.
By constantly innovating its binders and assays, Abcam is
helping advance the global understanding of biology and causes of
disease, which enables new treatments and improved health. The
Company's pioneering data-sharing approach gives scientists
increased confidence in their results by providing validation, user
comments and peer-reviewed citations for its 110,000 products.
With eleven sites globally, many of Abcam's 1,100 strong team
are located in the world's leading life science research hubs,
complementing a global network of services and support. Abcam was
admitted to AIM in 2005 (AIM: ABC).
To find out more, please visit www.abcam.com and
www.abcamplc.com
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END
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