Oxford Biomedica Signs Agreement to Acquire ABL Europe, Consolidating Position as a Global Pure-Play CDMO

Oxford Biomedica plc recently announced it has entered into a sale and purchase agreement with TSGH SAS, a subsidiary of Institut Mérieux SA, for the acquisition of ABL Europe SAS. This follows the September announcement of exclusive negotiations in relation to the proposed acquisition by Oxford Biomedica of ABL Europe, a pure-play European CDMO with specialised expertise in the development and manufacturing of solutions for biotechs and biopharma including viruses for gene therapy, oncolytic viruses and vaccine candidates, in exchange for Oxford Biomedica ordinary shares.

The acquisition of ABL Europe will consolidate Oxford Biomedica’s operations into a global pure-play CDMO in the cell and gene therapy space. It will broaden the company’s international presence by establishing a footprint within the European Union through facilities located in Lyon and Strasbourg, France. In addition, the acquisition will increase Oxford Biomedica’s capacity in process and analytical development and early stage manufacturing and address increased client demand for process development.

ABL Europe currently works on more than 10 cell and gene therapy programs spanning disease areas including more than six different vector types. Forecasted revenues for ABL Europe for the year ending December 31, 2023, are c.€15 million.

Institut Mérieux has acquired a 3.3% stake in Oxford Biomedica, through purchases in the open market, which it intends to increase to approximately 10% in aggregate by the end of Q3 2024.

Completion of the Transaction is currently expected to take place in the first quarter of 2024 subject to the satisfaction and/or waiver of outstanding conditions, including obtaining the necessary regulatory approvals.

Upon completion, the Transaction is expected to be immediately revenue accretive to Oxford Biomedica. Further financial guidance will be provided after Completion. As at December 31, 2022, ABL Europe had earnings before interest tax and depreciation (EBITDA) of c.€(1.7)m and gross assets of c.€23.6m.

The Transaction constitutes a Class 2 transaction for the company for the purposes of the UK Financial Conduct Authority’s Listing Rules.

Dr. Frank Mathias, Chief Executive Officer of Oxford Biomedica, said “The acquisition of ABL Europe strengthens Oxford Biomedica’s operations into a global pure-play CDMO in the cell and gene therapy space. We will now be establishing a significant presence in the EU, while also freeing up Oxford Biomedica’s capacity to better serve our growing client demand worldwide. We look forward to realizing the operational and commercial synergies of this acquisition in 2024 and beyond.”

Transaction Terms

As previously disclosed, key details of the Transaction follow below:

• Acquisition of ABL Europe by Oxford Biomedica for a consideration of €15 million (including the value of €10 million of pre-completion cash funding from Institut Mérieux in ABL Europe for, amongst other things, development capex), to be satisfied by the issue of new ordinary shares in the Company (the “Consideration Shares”). The Consideration Shares will be issued at a price being the higher of (i) 407.4 pence per share equating to the 6-month volume weighted average price (“VWAP”). to market close on 19 September 2023 (being the last business day before the announcement of Oxford Biomedica and Institut Mérieux entering into exclusive negotiations with regards to the Transaction); and (ii) the VWAP between 19 September 2023 and the second trading day before the date of Completion. Applications will be made for the Consideration Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc.
• Commitment from Institut Mérieux to provide the Company with €20 million of additional funding, to cover capital expenditure and potential operational losses in relation to the acquisition of ABL Europe, by means of an equity subscription in the Company (“Deferred Subscription Shares”), with timing at Oxford Biomedica’s discretion prior to 27 September 2024. Pursuant to the Deferred Equity Subscription, Institut Mérieux will provide the additional funding by the end of Q3 2024, or such earlier date requested by Oxford Biomedica subject to 10 business days prior notice to Institut Mérieux (the “Deferred Subscription Date”), in exchange for Oxford Biomedica ordinary shares (the “Deferred Subscription Shares”). The Deferred Subscription Shares will be issued at a price being the 30-day VWAP to closing on the second business day before the Deferred Subscription Date.

Oxford Biomedica (LSE: OXB) is a quality and innovation-led cell and gene therapy CDMO with a mission to enable its clients to deliver life changing therapies to patients around the world.

One of the original pioneers in cell and gene therapy, the Company has more than 25 years of experience in viral vectors; the driving force behind the majority of gene therapies. The Company collaborates with some of the world’s most innovative pharmaceutical and biotechnology companies, providing viral vector development and manufacturing expertise in lentivirus, adeno-associated virus (AAV) and adenoviral vectors. Oxford Biomedica’s world-class capabilities span from early-stage development to commercialisation. These capabilities are supported by robust quality-assurance systems, analytical methods and depth of regulatory expertise. Oxford Biomedica, a FTSE4Good constituent, is headquartered in Oxford, UK. It has locations across Oxfordshire, UK and near Boston, MA. For more information, visit www.oxb.com.

As an independent family-owned company, Institut Mérieux is dedicated to the fight against infectious diseases and cancers, with a global and long-term vision. Thanks to five companies – bioMérieux, Transgene, ABL, Mérieux NutriSciences and Mérieux Equity Partners – Institut Mérieux develops complementary approaches to meet today’s public health challenges: from prevention of health risks to innovative disease treatment, including the key step of diagnosis. Present in 45 countries, Institut Mérieux employs 22,000 people around the world and achieves a turnover of 4,3 billion euros. For more information, visit www.institut-merieux.com.