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If you can't understand Lab21 taking over Novacyt.
How do you explain Mullis as CEO.
Oh have you grasped % now and shareholdings.
Though you had grasped the understanding of 'control' but you haven't. Just another word. Struggling with 'reverse' too.
And you can't decide if it was merger or takeover because you are just looking at words.
Have you grasped that Lab21 was an investment vehicle yet. Bought several Co.s before taking over Novacyt.
Did you understand that a new Novacyt entity was created with new CEO and new shares.
Have you understood anything
Huey, black really is white with you isn't it. I gave you the benefit of the doubt the other night and gave you a chunk of my time. I'm certainly not going to be 'that guy' anymore that argues with you that 'black is black'. That's a fool.
All I will say is check the Novacyt investor page and review the 2015 accounts. That one set of accounts include restatements for 2013-14 and 15. Have a look at the terminology used around the transaction with Lab21 and how it was Lab21 accounts that were brought into Novacyts accounts.
For some reason you arrived at Lab21 acquired Novacyt and now regardless of what you are shown and by whom, you just can't shake it. That's a really bad characteristic.
Ask yourself why you can't find any respectable source that supports your theory. That is all you have 'theory'
You're trying to make reality fit your narrative rather than the other way round and whilst I enjoyed the research I feel I've done all I can to help clear things up for you. I suggest you take your debate somewhere else so we can move on.
Round of applause there DRB, you are 100% correct (I know you love a big %) I'd go further as would any business person and say if you control something you effectively own it. So to takeover is to take control, to take control is to have effective ownership.
You don't need to own any shares to takeover a Plc, you need to make an offer to the BoD which returns value to the shareholders, the BoD is legally obliged to offer it to SH, shareholders get to vote yes or no.
No, Novacyt didn't give shares to Lab21 because when the Novacyt SH voted to be taken over, that Novacyt stopped existing and a new Novacyt legal entity was created and the CEO of the new entity (guess who) divvied out the new shares in the new Novacyt to everyone as per their entitlement ( OK Mullis was legally obliged to issue the shares, but still it was the Lab21 (ex)CEO who signed off on it. Crazy stuff I know)
OK on to explaining control and ownership, a Plc is owned by it's SH and run by the BoD. So Lab21 is CEO, that's control of the day to day business. What about SH control. Because you're not understanding what you read you only see numbers. Ok SH in old Novacyt got a bigger slice of the new company than Lab21 SH. But there are 000's of Novacyt SH and only a few Lab21 SH. All SH are individual owners of a piece of Novacyt, Lab21 SH got much bigger slices of a smaller portion than the slivers dished out from the bigger portion to old Novacyt SH. So Lab21 SH would have controlled any SH votes.
So, there you go, Lab21 had control of day to day business and (ex)Lab21 SH could exercise SH control.
Drb83 stick to the dud which is novacyt.... Jdw will be just fine sunshine.
Look at companies house , GM from 2008 director of Lab21 ,
......... go figure.
% does matter Huey. That's why.
Very last one now.
Reverse takeover you say.
What Is a Reverse Takeover (RTO)?
A reverse takeover (RTO) is a process whereby private companies can become publicly traded companies without going through an initial public offering (IPO).
To begin, a private company buys enough shares to control a publicly-traded company.
Now control is the important word. Huey, I know you don't think % means anything in business but do you know what % is needed to gain control?
Secondly, it was Novacyt giving shares to Lab21. Usually it is the buyer that gives shares/cash to the seller.
This combination of companies doesn't seem to tick the reverse takeover boxes either.
I know you don't like Google but you really need to start using it. You'll learn loads before embarrassing yourself on here.
Lab21 acquisition - put to bed
Lab 21 closure - put to bed
Me - going to bed
"They can't seem to decide whether it's a Novacyt acquisition or a merger but one thing for sure is it's not a Lab21 acquisition."
Apart from the childish rationale that names matter, why are you so sure that the Venture Capital Vehicle Lab21 didn't takeover the manufacturer Novacyt.
Ok. One last go.
Logic would tell me that the combined company was worth €40m. Novacyt gave 46% away to Lab21 so they theoretically paid €18.4m. in my world.
This was share for share so no cash was involved. A placing of €3.1m is for cash as they would have been running low on cash. Completely unrelated so no I don't find it funny.
How long have you been investing as you appear to know very little about this stuff. You could learn alot from this and other bb's. You just have to listen.
Here get Wilson on the job in the morning, he'll google like mad for you. Like yourself he won't understand it, but he'll recognised some words.
You just keep reposting the same stuff hoping reality changes. It doesn't Lab21 did a reverse takeover of Novacyt.
Don't ya think it's funny Novacyt raising 3mm in funding after spending 40mm on Lab21.
Naw course ye don't cos you don't understand what you are reading.
Wow. Is this guy serious. I'm out.
Huey, peruse at your leisure but I have attached an RNS that happened a few months after the deal between Novacyt and Lab 21
https://novacyt.com/novacyt-announces-a-e3-1m-capital-raise-and-prepares-for-new-market-launches/
To help you out I have pasted a couple of extracts:
The fundraising builds on a strong year for Novacyt following its acquisition of UK diagnostics
specialist Lab21
Graham Mullis, Group CEO of Novacyt, commented:
“While it is only five months since the merger between Novacyt and Lab21
They can't seem to decide whether it's a Novacyt acquisition or a merger but one thing for sure is it's not a Lab21 acquisition.
Last one
Under the terms of the deal, about 2.5 million shares of Paris-based Novacyt will be issued to Lab21 shareholders at an exchange ratio of .925 Novacyt shares for one Lab21 share.
Novacyt shares being issued to Lab21 shareholders is a pretty clear indication.
https://www.genomeweb.com/pcrsample-prep/lab21-novacyt-combine-341m-stock-stock-deal#.YwAfDynTVio
You said Novacyt took over Lab21, you posted an article saying the transaction cost 40mm, therefore you say Novacyt paid 40mm for Lab21. What part are you disputing now, or tell me how much did Novacyt pay than (in your wee world)
Oh stop , you're slaying me with this googling onslaught, shame you still don't understand what you're reading, but liking the new prose still to add some drama,
Throwing %'s out there is also childish, in business it's about return on investment, not my share is bigger than your share. Although if Lab21 shareholders (incidentally who were they) had wanted a deal where they ended up with the bigger share they'd have probably bought a smaller company. Although the money would still haver been the same. But, they'd have had the bigger share %. Very important having a bigger % in business, oh yes indeed. Child.
Here, now you know a little about Lab21, tell me, what exactly did the moneymen give their backing too. Seems a bit strange to backing a company to be taken over when you invested in the company to take other companies over, unless.......
This is what what it's like to be savaged by a dead sheep
Oh and I didn't say Novacyt paid £40m for Lab21. Neither does the article. You're reading but not understanding. Do you have a business background or are you self taught?
No one cares about company names, lol. I guess Lab21 shareholders didn't care that they only got 46% of the business Vs Novacyts 54%. That doesn't matter either.
Simple question, why was the takeover subject to a Novacyt shareholder vote and not a Lab21 shareholder vote.
Answer, because your shareholders have a vote on been taken over, shareholders do not vote on acquiring.
It was a merger. Ncyt was a listed company. The shareholders were now going to be owning 54% of Novacyt Group instead of 100% of Novacyt. That warrants a vote.
Lab21 weren't listed. There biggest shareholders had already given their backing.
Lab21’s backers, which include Clydesdale Bank and Medicis Capital, have already thrown their support behind the deal
I don't enjoy ridiculing people on here Huey but you are really making it hard for me tonight.
In April 2022, the Company concluded
a review of its Lab21 Healthcare and
Microgen Bioproducts® businesses.
The review confirmed that the costs
associated with updating the existing
portfolios in these businesses to comply
with IVDR and ISO regulations are
prohibitive versus the sales opportunity it
presents. Therefore, Novacyt is proposing
to discontinue both businesses, which
will be treated as discontinued under IFRS
5 for 2022 accounting
Just to wrap up the confusion around what discontinuing means according to IFRS5
Key provisions of IFRS 5 relating to discontinued operations
Classification as discontinuing
A discontinued operation is a component of an entity that either has been disposed of or is classified as held for sale, and: [IFRS 5.32]
represents either a separate major line of business or a geographical area of operations
is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations,
or is a subsidiary acquired exclusively with a view to resale and the disposal involves loss of control.
Lab21 was loss making. It's catalogue has been dramatically reduced. R&D has most likely been significantly scaled back. They had 45 employees. Do you still think 45 are needed. Lab technicians, sales reps, middle managers will be made redundant.
Some products will be kept, some people will be kept and moved over to Novacyt. I don't know the layout of Unit 1 but I suspect that if lab utilisation has been dramatically reduced along with office utilisation then Novacyt may be looking to relocate to another more suitable HQ. If so then this would be factored into restructure costs and also future savings of £2m.
Ncyt aren't treating this as a rebranding. They're not just keeping all employees and sewing a new logo on their smocks. Wake up.
A statement from the annual accounts:
A cash restructuring charge of
circa £0.5 million is expected; however,
this should be fully financed from in-year
savings and the release of working capital
to make the closure of the businesses
cash neutral in 2022.
Make the CLOSURE of the businesses.
They are CLOSING. Ncyt have told you. I'm not sure if you are one of the 45 employees at Lab21 Huey and are therefore in denial but please get on the same page as the company. It's draining.
I'm not basing anything on anything. It's a fact. Why are you so hung up on names, it's childish, no-one in business cares about company names, companies are business vehicles not children. Lab21 prior to taking over Novacyt was a venture capital vehicle, it had raised about £15mm and bought several companies who continued under their own brands, Lab21 as a brand didn't really exist, why, because it was a vc shell. Novacyt as well as a big buy, also gave it an immediate stock market listing. No-0ne worries about the name of the company, they worry about business.
This is such a childish conversation.
I can't be bothered, this is idiotic.
Simple question, why was the takeover subject to a Novacyt shareholder vote and not a Lab21 shareholder vote.
Answer, because your shareholders have a vote on been taken over, shareholders do not vote on acquiring.
Next little nugget, you say Novacyt paid 40mm for Lab21. Really, Lab21 worth 40mm in 2014. Today you say it's shutting because it's loss making. So you never thought (as you read) Lab 21 can't be worth 40mm, or if you thought it was, are you not surprised it's losing money a few years later.
Seriously you just read stuff with no idea of what it actually means.
Anyway, all of this distracts from the original debate which was your fascination of calling this discontinuing of operations a simple rebranding.
You still haven't answered my questions:
Why would a rebranding result in the loss of all sales from Lab21?
Where is DA getting is £2m of savings?
What is the £500k restructuring costs?
Your comment earlier:
I'm tempted to say that a chunk of costs will relate to changes to financial reporting from Ltd to Plc. But...
That's a little embarrassing for you there.
Huey, so your basing your conclusion that Lab21 took over Novacyt on 2 things:
1. Graham Mullis who was CEO of Lab21 became the new CEO of the "new company" that just happened to be called Novacyt Group.
2. Because Novacyt just wouldn't want to buy a Venture Capitalist
That's it. So you've decided to ignore that:
1. The company is now called Novacyt Group not Lab21 Group.
The group will take on a new identity to reflect the fact that neither company is exactly buying the other.
They must have changed their mind as Novacyt Group sounds a hell of a lot like Novacyt
2. Lab21 is a 100% subsidiary of Novacyt Group.
If they say yes – Mr Mullis is “very confident” that they will – Lab21 will become a 100% subsidiary of Novacyt.
3. Novacyt shareholders are the majority holders, Lab21 shareholders are the minority holders.
Technically it is Novacyt that will acquire Lab21, issuing 2,523,059 new shares to Lab21 investors, resulting in 54% of the new entity being held by Novacyt’s current shareholders.
In terms of your 2 points above.
1. As the 2 companies merged could it be possible that it was agreed as part of the deal that GM would become CEO. For all we know it could have been a clincher. It's as simple as that. That one event does not mean Lab21 must have bought Novacyt.
2. You may be getting mixed up with the kind of VC that have their hands in all sorts of industries and products, almost like a conglomerate. Lab21 as far as I can see were very specific in their acquisitions. They were all related and all very much in the same industry as Novacyt. You ask why would Novacyt want to buy Lab21?
Novacyt has contributed substantial R&D, which is what we’ve been looking for, and Lab21 contributes commercial and manufacturing assets and knowhow. It’s a very nice combination.” Mullis said.
Manufacturing.and knowhow. There you go. Not to mention a foothold into the UK market. The acquisition or merger whatever it was made sense for both companies. It certainly wasn't a Lab21 buy out of Novacyt.
Come on now stop being silly.
Ach I got bored babyhuey no you didn't say
about he company rebranding making people redundant (before the company said)
BUT just as a giggle
Wilson, keep up, I said there would be no redundancies because Microgen and Lab21 were not closing but what was left was being rebranded. Any redundancies which do happen will not be a result of someone working for Microgen or Lab21 as it's all the one HR and Payroll and Management, all employees are the same. Redundancies may well occur because of a drop in revenue because Novacyt left it far to long to pivot, but they will be back office, admin, and hopefully some of the bad management. I did point this out in another post.
More of your waffle is answered above.
Another part of the plan
With the impending implementation of the European IVDR in late May 2022, the Company is well placed to manage this increased clinical and regulatory complexity where other smaller organisations may struggle. It is anticipated this change will ultimately be a competitive advantage for a mid-size, established clinical diagnostics company which can take advantage of opportunities with lower competition.
In addition to the clinical diagnostics and instrument portfolio, Novacyt has an extensive life sciences portfolio of research-use-only (“RUO”) products developed before the pandemic. In 2021 and early 2022, the portfolio has been refreshed and refined to ensure the primers and probes are up to date to reliably target given pathogens.
Source
https://novacyt.com/wp-content/uploads/2022/04/Novacyt-Full-year-2021-results-and-update-on-growth-strategy.pdf