Immunoprecise to buy ModiQuest for $10.57-million
IMMUNOPRECISE ANTIBODIES Ltd. has signed a binding letter of intent with ModiQuest Research BV whereby the company has agreed to acquire all of the issued and outstanding shares of ModiQuest.
The transaction allows Immunoprecise to become a single-source provider of services across the full antibody-discovery value chain (antigen design, hit generation, lead selection, lead optimization and lead characterization) and to offer the full spectrum of antibody production methodologies (library-based technologies, hybridoma methods, transgenic animal-based platforms and single-B-cell-based technology). Furthermore, the acquisition enhances the company’s capacity for generating human antibodies.
“In acquiring ModiQuest Research BV, Immunoprecise becomes a leading integrated antibody solutions company with global reach,” said Dr. James Kuo, chairman and interim president of the company.
ModiQuest is a privately held company based in Oss, the Netherlands, that specializes in the generation of monoclonal antibodies against difficult target antigens. ModiQuest applies proprietary technologies to all aspects of the antibody-discovery process in research and development, diagnostic and therapeutic applications. Using its proprietary ModiFuse (hybridoma electrofusion), ModiSelect (B-cell selection) and ModiPhage (phage display) technologies, ModiQuest can generate very large panels of monoclonal antibodies from various backgrounds including mouse , rat, rab bit, chicken, llama and human, as well as transgenic animals harboring the human antibody gene repertoire. ModiQuest serves clients in Europe, the United States, Asia and Russia.
The transaction is accretive in both revenue and earnings and brings additional scientific and management capacity.
Terms of transaction with ModiQuest
Under the binding letter of intent , the company and ModiQuest have agreed to negotiate a definitive agreement whereby the company will acquire all of the issued and outstanding shares of ModiQuest for seven million euros ($10.57-million), of which (A) 2.5 million euros ($3,775,000) will be paid in cash on closing, (B) 2.5 million euros ($3,775,000) will be satisfied by the issuance of approximately 6,622,807 common shares of the company on closing, and (C) two million euros ($3.02-million) in deferred payments over a three-year period. The deferred payments will be made in three equal instalments of cash and equity totalling 666,666 euros ($1,006,665) on each anniversary date following closing of the transaction. The deferred payments will be prorated if the EBITDA of ModiQuest fails to equal the average EBITDA from the previous two years. Immunoprecise expects to finance the cash portion of the purchase price using a convertible debt instrument.
The letter of intent also requires Jos Raats, a principal of ModiQuest, to enter into a three-year management contract, which will include non-solicitation and non-competition clauses, and Mr. Raats will provide a minimum of 60 per cent of full-time employment to ModiQuest under the management contract. The company has also agreed to appoint one of the principal shareholders of ModiQuest to its board of directors.
The parties will be entitled to carry out due diligence of each other until Feb. 15, 2018. Upon the parties completing due diligence to their reasonable satisfaction, the parties will enter into the definitive agreement setting forth the terms and conditions of the transaction by Feb. 28, 2018.
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Erika Flores condensed this news release (email@example.com).
Robert Beecroft, Guy Champagne, Thomas D’Orazio, James Kuo, Gregory Stuart Smith
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