Date: 2015-09-14
Type of information: Company acquisition
Acquired company: PacificGMP (USA - CA)
Acquiring company: Abzena (UK)
Amount: $8.4 million
Terms: * On September 14, 2015, Abzena, a UK life sciences company providing services and technologies to enable better biopharmaceutical products, has acquired PacificGMP, a privately held contract biopharmaceutical development and manufacturing company (CDMO) based in San Diego, CA, USA. Abzena is acquiring the entire issued share capital of PacificGMP, including settlement of the non-trading liabilities of PacificGMP at completion, for a cash consideration of $7.7 million (£4.98 million), from existing cash resources, and warrants over 564,762 Abzena shares with an aggregate value of $0.7 million (approx. £0.5 million) based on the average price of Abzena shares over the 60 trading days prior to closing. The warrants represent 0.58% of the current issued share capital of Abzena and are exercisable for up to three years from issue at an exercise price of £0.80 per share.
A performance-based incentive scheme, which could provide up to a maximum of 5,129,939 Abzena ordinary shares (5.3% of the current issued share capital) to PacificGMP’s executives and key managers, depending on the performance of the business over the next two years, has been established.
The Share Purchase Agreement for the acquisition of the issued share capital of PacificGMP was executed between PacificGMP’s shareholders and Abzena Inc. (a wholly owned subsidiary of Abzena plc) on 11 September 2015. The acquisition completed on the same day. On completion of the acquisition, the non-executive directors of PacificGMP have resigned from the board and John Burt (CEO), Julian Smith (CFO) and Jim Mills (Vice President, Technical Operations) have been appointed as directors of PacificGMP alongside Leigh Pierce and Gary Pierce. There are no changes to the board of directors of Abzena plc arising from this transaction
PacificGMP has executed a new lease agreement to expand the facility in San Diego from 14,000 to 23,400 sq. ft. to provide a total of five manufacturing clean room suites, as well as additional analytical and process development laboratories
Details: Abzena Group provides proprietary technologies and complementary services in the UK and US to enable the development and manufacture of biopharmaceuticals. The group already includes Antitope and Polytherics. Antitope provides immunogenicity assessment, protein engineering to create humanized antibodies and deimmunised therapeutic proteins, and cell line development for manufacture. PolyTherics specializes in proprietary site-specific conjugation technologies for antibody drug conjugate development and solutions for optimizing the therapeutic properties of biopharmaceuticals. Strategic acquisition of GMP biopharmaceutical manufacturing capability in the USA extends service and technology offering, enables the capture of more value from projects, and provides wider cross-selling opportunities across the Group. The acquisition of PacificGMP is in line with Abzena’s strategy to expand its offering and provides the opportunity to capture more value through broader support for its partners’ development projects and enables cross-selling of its services and technologies. The acquisition is expected to immediately enhance the earnings of the Group, before amortization of acquired intangible assets. In the 12 months to July 2015 PacificGMP generated revenues in accordance with the IFRS principles of $3.0 million (£1.9 million).
PacificGMP provides contract process development and manufacture of biopharmaceuticals, including monoclonal antibodies, recombinant proteins, vaccines, and gene therapy and cell therapy products, for a growing international customer base. PacificGMP was founded in 2005 and is a pioneer in the adoption of single-use manufacturing technology, which is increasingly being used to manufacture biopharmaceuticals. Its service offering includes process and analytical development, non-GMP and cGMP manufacturing, and regulatory support.
Related: Technology - Services Manufacturing Production
