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Mergers and Acquisitions

Date: 2017-05-08

Type of information: Company acquisition

Acquired company: Innova Biosciences (UK)

Acquiring company: Sygnis (Germany)

Amount:

Terms:

  •  • On May 8, 2017, Sygnis entered into an agreement to acquire Innova Biosciences, a privately held UK-based bioconjugates company. The purchase price consists of a cash payment of € 8 million, 2 million shares of Sygnis to be issued by way of a capital increase against contribution in kind as well as up to a further 1.5 million shares which will be issued through a mandatory convertible bond if certain turnover targets are met within a period of two years.
  • To finance the transaction, the Management Board of Sygnis has resolved, with the approval of the Supervisory Board, to:
  • - increase the company’s share capital by up to € 3,582,598.00 from € 37,617,291.00 to € 41,199,889.00 by issuing up to 3,582,598 shares by way of a rights offering with the opportunity to oversubscribe. Shareholders may subscribe to the new shares during the rights offering subscription period, which is expected to begin on May 10, 2017 and end on May 30, 2017. The subscription price has been set at € 1.38 per share. Any new shares not subscribed by Sygnis shareholders will be offered to select qualified investors in a private placement.
  • - undertake a private placement from its authorized capital of up to 10% of the registered share capital with exclusion of shareholders’ pre-emptive rights at a price level depending on the share price at the point in time when the additional capital increase is resolved. In addition to financing the € 8 million cash purchase price for INNOVA, the expected total proceeds from the capital increases of up to € 10 million will be used for one-off transaction and integration costs, as well as to finance working capital.

Details:

  • Innova Biosciences is a privately held UK-based bioconjugates company. Innova develops, manufactures and commercializes labelling reagents that are marketed worldwide by its direct salesforce as well as through a well-established distribution network. The product portfolio is based on antibody and protein labeling, nanoparticle, oligonucleotide labeling, and phosphate detection enzyme assay technologies. The portfolio includes the Lightning-Link®, InnovaCoat® and Thunder-Link® brands, is available to research laboratories, pharmaceutical, biotechnology and diagnostic companies worldwide.

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Is general: Yes