OXFORD, UK: Oxford Biomedica plc has entered into a sale and purchase agreement with TSGH SAS, a subsidiary of Institut Mérieux SA, for the acquisition of ABL Europe SAS.
Acquisition of ABL Europe by Oxford Biomedica for a consideration of €15 million (including the value of €10 million of pre-completion cash funding from Institut Mérieux in ABL Europe for, amongst other things, development capex), to be satisfied by the issue of new ordinary shares in the company.
This follows the announcement on 20 September 2023, of exclusive negotiations in relation to the proposed acquisition by Oxford Biomedica of ABL Europe, a pure-play European CDMO with specialised expertise in the development and manufacturing of solutions for biotechs and biopharma including viruses for gene therapy, oncolytic viruses and vaccine candidates, in exchange for Oxford Biomedica ordinary shares.
The acquisition of ABL Europe will consolidate Oxford Biomedica’s operations into a global pure-play CDMO in the cell and gene therapy space. It will broaden the Company’s international presence by establishing a footprint within the European Union through facilities located in Lyon and Strasbourg, France.
In addition, the acquisition will increase Oxford Biomedica’s capacity in process and analytical development and early-stage manufacturing and address increased client demand for process development.
ABL Europe currently works on more than 10 cell and gene therapy programmes spanning disease areas including more than six different vector types. Forecasted revenues for ABL Europe for the year ending 31 December 2023 are c.€15 million.
Institut Mérieux has acquired a 3.3 per cent stake in Oxford Biomedica, through purchases in the open market, which it intends to increase to approximately 10.0 per cent in aggregate by the end of Q3 2024.
Completion of the transaction is currently expected to take place in the first quarter of 2024 subject to the satisfaction and/or waiver of outstanding conditions, including obtaining the necessary regulatory approvals.
Upon completion, the transaction is expected to be immediately revenue accretive to Oxford Biomedica. As at 31 December 2022, ABL Europe had earnings before interest tax and depreciation (EBITDA) of c.€(1.7)m and gross assets of c.€23.6m.
Dr. Frank Mathias, Chief Executive Officer of Oxford Biomedica, commented: “The acquisition of ABL Europe strengthens Oxford Biomedica’s operations into a global pure-play CDMO in the cell and gene therapy space.
We will now be establishing a significant presence in the EU, while also freeing up Oxford Biomedica’s capacity to better serve our growing client demand worldwide. We look forward to realising the operational and commercial synergies of this acquisition in 2024 and beyond.”