Date: 2012-11-06
Type of information: Company acquisition
Acquired company: Ingen Biosciences (France)
Acquiring company: Exonhit (France)
Amount: €18 million
Terms: Exonhit has entered into an agreement to acquire 100% of InGen BioSciences SA from its founders and financial shareholders, IPSA (ex Innoven Partenaires) and funds managed by Amundi Private Equity Funds. Subject to customary precedent conditions as well as a financing through a private placement, this acquisition is expected to close in December 2012 following approval from Exonhit’s shareholders.
The total purchase price of 18 million euros will be paid in cash for 8 million euros and the balance in Exonhit stock, to be issued to InGen BioSciences’ shareholders. This issuance of new shares will be subject to approval by Exonhit’s shareholders during a shareholders’ extraordinary general meeting to be scheduled for December 2012.
As part of this transaction, Exonhit will undertake in the next few days a financing through a private placement with institutional investors, for approximately 6 million euros to fund the cash portion of the acquisition. The balance of the cash payment, approximately 2 million euros, will be funded with existing company cash. An allocation of free warrants will be submitted for shareholders’ approval in order to limit the dilutive effect of the transaction. An equity line (PACEO®) for a maximum of approximately 6 million euros, in order to fund Diaxonhit’s development, will also be submitted for approval.
Ingen BioSciences is an independent distributor of in-vitro diagnostics in the French market. It develops and markets innovative in-vitro diagnostic medical devices to public and private clinical laboratories, and has 65 employees of whom almost two thirds are engaged in commercial activities. The company is the market leader in France (65% market share) for distribution of tests for HLA (Human Leukocyte Antigen - Human leukocyte antigens) that assess the compatibility between donors and recipients for organ and bone marrow transplants. InGen BioSciences also distributes immunoassay tests for European and American partners as well as its own test, TQS (Tetanus Quick Stick), used in emergency departments for evaluation of patient protection against tetanus. It also services a large base of diagnostic equipment, in particular equipment developed by Luminex and installed in hospital laboratories and private medical biology laboratories. In addition, InGen BioSciences develops BJI Inoplex an innovative proprietary diagnostic test to detect infections associated with prosthetic joints.
Since 2007, InGen BioSciences revenues increased at an average growth rate (6) of 14% per year. In 2011, its revenues amounted to 23.3 million euros, with an EBITDA of 1.4 million euros. These revenues were derived exclusively from distribution activities in which HLA sales amounted to 71% of total sales.
Details: The merger of Exonhit with InGen BioSciences will create Diaxonhit, a new French fully integrated player in in-vitro diagnostics, involved from research to commercialization of specialty diagnostic products.
The new Diaxonhit group will benefit from the complementarity of both companies’ business models, activities and know-how. As a result, the group will also benefit from significant synergies, mainly based on future cost avoidance, and a reduction in its cash burn.
Diaxonhit will own a broadened and diversified portfolio of products under development, including both innovative molecular and non-molecular diagnostics, spread over three main specialty areas : immunoinfection, Alzheimer's disease and cancer.
InGen also brings to Diaxonhit an extensive distribution network that will enable commercialization of both proprietary products developed in-house and partners’ products through exclusive distribution agreements.
On a pro forma basis, the new consolidated group would show total revenues of €28.4 million at 31 December 2011, corresponding to diversified revenues, from the distribution of proprietary or exclusively licensed products, from research collaborations, and from grants obtained through collaborative projects.
Diaxonhit will immediately focus its efforts on developing its distribution activities, based on the sales organization already in place, and accelerating the development of high added value proprietary innovative diagnostic products.
This merger is the first stage of Diaxonhit’s ambitious strategy. To achieve the optimum size in a highly competitive and rapidly consolidating environment, the new group will continue to pursue the identification of potential acquisition targets to support its development. Target companies should generate revenue growth and be profitable, while being complementary with Diaxonhit in terms of product portfolio.
Related: diagnostics
