2 August 2021, Cambridge, UK – Abcam plc (“Abcam”, “the Company” or “the Group”) (AIM LSE: ABC; Nasdaq: ABCM), a global leader in the supply of life science research tools, announces that it has entered into a definitive agreement to acquire BioVision, Inc. (“BioVision”), a wholly owned subsidiary of Boai NKY Medical Holdings Ltd. (“NKY”), for $340 million (the “Acquisition”).
Background to and reasons for the Acquisition
Founded in 1999 and located in Milpitas, California, BioVision is a global supplier of life science research tools to support research, diagnostics, and drug discovery. The company is a leading provider of biochemical and cell-based assays for biological research. It also develops, produces, and sells a wide portfolio of other products including recombinant proteins, antibodies, enzymes, and biochemical compounds.
BioVision started supplying Abcam in 2003. Abcam customers’ demand for BioVision products has grown consistently over time, with sales more than doubling over the past five years (to June 2021).
The acquisition of BioVision represents a compelling strategic fit for Abcam, with potential to:
- bring greater control over the innovation and distribution of BioVision’s product portfolio
- accelerate our strategic ambitions within the adjacent biochemical and cellular assay market
- align with existing areas of research focus including oncology, immuno-oncology, neuroscience, and epigenetics
- create value through portfolio expansion and leveraging Abcam’s global channels to market
- create opportunities to enhance existing products and innovate new products to serve customer needs
Principal terms and financial effects of the Acquisition
- Proposed acquisition of BioVision, by acquiring the entire share capital of its holding company, NKY Biotech US, Inc, from NKY, for cash consideration of $340 million on a cash free/debt free basis.
- Acquisition to be funded from existing cash resources and a partial drawdown of Abcam’s Revolving Credit Facility.
- Acquisition agreement provides for the payment of a reciprocal termination fee of approximately 3% of the purchase price, in the event the Acquisition is terminated in certain specified circumstances.The Acquisition is subject to applicable regulatory clearance.
- The Acquisition will be subject to review and approval of the Shenzhen Stock Exchange and by a vote of NKY’s shareholders. If approved, the Acquisition is expected to close before the end of 2021 calendar year.
- The most recently audited results of BioVision for the 12 months ended 31 December 2020, were revenues of $33.8 million (£24.3 million), operating profit of $12.6 million (£9.1 million) and Net assets of $21.9 million (£15.7 million)2. Revenues included approximately $5 million of COVID-19 related product sales which are not expected to reoccur.
- The Acquisition is expected to be accretive to adjusted earnings per share (EPS) from the first full year of ownership (Dec-22)1
Strategic Partnership with NKY
Concurrent with the Acquisition, Abcam and NKY have also entered into a memorandum of understanding regarding the establishment of a collaborative, commercial partnership under which Abcam will develop and supply products and services to NKY in support of their ongoing product development and commercialisation in the IVD field.
Lazard is acting as financial adviser and Latham & Watkins is acting as legal advisor to Abcam in relation to this transaction.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/ 2014 (as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018).
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Ben Atwell / Natalie Garland-Collins