11 Nov 2019 07:00
11 November 2019
ABCAM PLC
("Abcam" or "the Group")
Abcam agrees to acquire Expedeon's Proteomics and Immunology business, expanding offerings into the fast-growing conjugation segment
- Acquisition of leading protein conjugation technologies and products with well-known industry brands, including Lightening-Link® and CaptSureTM
- Complementary to Abcam's existing antibody and multiplex growth strategy, with high customer overlap
- Acquisition expected to be accretive from the first full year of ownership (FY21)1 and to deliver a ROIC (pre-tax) ahead of the Group's WACC by the third full year of ownership (FY23)
Abcam plc (AIM LSE: ABC), a global leader in the supply of life science research tools, today announces that it has entered into a definitive agreement to acquire Expedeon Ltd, Innova Biosciences Ltd. and TGR BioSciences (the "Proteomics and Immunology business") from Expedeon AG ("Expedeon") for a cash consideration of €120 million (the "Acquisition").
Background to and reasons for the Acquisition
Protein labelling is a large, growing market - essential to biological research in proteomics. Proteomics research requires the use of molecular labels that are covalently attached to a protein of interest to facilitate detection or purification of the protein or its binding partners.
The Acquisition represents a compelling strategic fit for Abcam:
- Accelerates Abcam's strategic ambition within the complementary antibody conjugation and labelling market, where there is high customer overlap;
- Expands Abcam's addressable market by leveraging Expedeon's technologies in conjugation with Abcam's deep expertise and experience in customer service, digital marketing and sales; and
- Provides opportunity to combine Expedeon and Abcam's technologies to create new value-added products to support customer needs
Principal terms and financial effects of the Acquisition
- Proposed acquisition of Expedeon's Proteomics and Immunology business for a cash consideration of €120 million on a cash free / debt free basis
- Acquisition to be funded from a drawdown of the Group's Revolving Credit Facility and existing cash resources
- Acquisition subject to approval by Expedeon shareholders at a general meeting to be held on 19 December 2019. If approved by Expedeon shareholders, the Acquisition is expected to close in early 2020
- The proposed transaction results in the acquisition of substantially all the revenues, profits and assets of Expedeon. The most recently audited results of Expedeon, for the 12 months ended 31 December 2018, were revenues of €13.1m (£11.3m), adjusted EBITDA of €1.0m (£0.9m) and Net assets of €46.5m (£40.0m)2
- The Acquisition is expected to be neutral to Abcam's adjusted earnings in the current financial year (FY20) and accretive from the first full year of ownership (FY21)1. The Acquisition is expected to deliver a ROIC (pre-tax) ahead of the Group's Weighted Average Cost of Capital (WACC) by the third full year of ownership (FY23)
Alan Hirzel, CEO of Abcam, commented:
"Abcam's growth strategy is committed to building out conjugation and assay capabilities. Expedeon's portfolio of products and technology, combined with Abcam's antibody and protein strengths, will put our company in a strong position to address the growing need for antibody conjugation and multiplexing solutions. We look forward to taking these innovation capabilities to market to provide a broader array of distinctive products for our customers."
Analyst and Investor Conference Call
A conference call for analysts and investors will be held at 1400 GMT / 0900 EST, today.
To participate in this call, please contact Mary Whittow at FTI Consulting (Mary.Whittow@fticonsulting.com / +44 (0)20 3327 1366) for dial-in details.
1. Before acquisition and integration related costs
2. Based on an average EUR:GBP exchange rate of 1.16:1
Ondra LLP provided advice to the Board of Directors of Abcam in relation to this transaction.
For further information, please contact:
Abcam
+ 44 (0) 1223 696 000
Alan Hirzel, Chief Executive Officer
Gavin Wood, Chief Financial Officer
James Staveley, VP Investor Relations
J.P. Morgan Cazenove - Nominated Advisor and Joint Corporate Broker
+44 (0) 20 7742 4000
James Mitford / Hemant Kapoor
Numis - Joint Corporate Broker
+44 (0) 20 7260 1000
Garry Levin / Duncan Monteith
FTI Consulting (Media enquiries)
+44 (0) 20 3727 1000
Ben Atwell / Brett Pollard / Natalie Garland-Collins
Ondra LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting solely for the Board of Directors of Abcam and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Board of Directors of Abcam for providing the protections afforded to clients of Ondra LLP, nor for providing advice in relation to this announcement. Neither Ondra LLP nor any of its respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Ondra LLP in connection with this announcement or any matter referred to herein.
Forward looking statements
This announcement, including any information included or incorporated by reference in this announcement, may contain forward-looking statements (including words such as "believe", "expect", "estimate", "intend", "anticipate" and words of similar meaning) which are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Abcam Group. All statements other than statements of historical facts may be forward-looking statements and should not be treated as guarantees of future performance. These forward-looking statements involve risks and uncertainties, many of which are beyond the control of the Abcam Group, and there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These forward-looking statements speak only as at the date of this announcement and accordingly undue reliance should not be placed on such statements. The Abcam Group does not assume any obligation to, and does not intend to, revise or update these forward-looking statements, except as required pursuant to applicable law.
About Abcam plc
As a global life sciences company, Abcam identifies, develops, and distributes high-quality biological reagents and tools that are crucial to research, drug discovery and diagnostics. Working across the industry, the Company supports life scientists to achieve their mission, faster.
Abcam partners with life science organisations to co-create novel binders for use in drug discovery, in vitro diagnostics and therapeutics, driven by the Company's proprietary discovery platforms and world-leading, antibody expertise.
By constantly innovating its binders and assays, Abcam is helping advance the global understanding of biology and causes of disease, which enables new treatments and improved health. The Company's pioneering data-sharing approach gives scientists increased confidence in their results by providing validation, user comments and peer-reviewed citations for its 110,000 products.
With eleven sites globally, many of Abcam's 1,100 strong team are located in the world's leading life science research hubs, complementing a global network of services and support. Abcam was admitted to AIM in 2005 (AIM: ABC).
To find out more, please visit www.abcam.com and www.abcamplc.com