Oxurion signs a Letter of Intent and enters into exclusive negotiations to potentially acquire a pioneering French CRO in stem cell production
08 Julio 2024 - 11:30AM
UK Regulatory
Oxurion signs a Letter of Intent and enters into exclusive
negotiations to potentially acquire a pioneering French CRO in stem
cell production
Oxurion signs a Letter of Intent and
enters into exclusive negotiations to potentially acquire a
pioneering French CRO in stem cell production
LEUVEN, BELGIUM - July 8, 2024 – 6:30
pm, Oxurion NV (Euronext Brussels: OXUR), a
biopharmaceutical company based in Leuven, announces that it has
signed a Letter of Intent (LOI) to enter into exclusive
negotiations with a view to, subject to certain conditions,
acquiring an 80% majority stake in a CRO (Contract Research
Organisation) operating in a fast-growing segment and with
many solid drivers to accelerate its commercial development over
the next 4 years.
This first contemplated acquisition by Oxurion
represents a major strategic step in the company's evolution,
marking its desire to diversify from its current R&D
activities. With this acquisition, Oxurion will add a profitable
and fast-growing entity to its assets.
The transaction values the shares of the target
company on a 100% basis at €12.23 million (including €3.2m of cash
and €1m of financial debt). The envisaged structuring of the
transaction consists in a 80% buyout of the current shareholders,
on a prorata basis.
Payment would be made in three steps: an initial
payment of €4.39 million at closing, an earn-out of up to
€4.39 million conditional on achieving an EBITDA of €860,000 in
2024 and a payment of €1 million payable in June 2025.
Funding for the transaction will be secured at
the level of an Oxurion's subsidiary, through a mix of debt
financing (non dilutive) and funding on Oxurion level (than can be
either a shareholder loan or equity/quasi equity financing).
While Oxurion management will maximise the use
of non-dilutive instruments, the transaction will have a dilutive
impact for shareholders, still to be quantified.
The objective of the potential transaction is to
offset the dilutive impact of its financing by creating value for
the shareholders.
The target company is the result of
collaboration between leading French institutions, notably INSERM
and CNRS. Already a world leader in the field of stem cells, the
company is projecting sales of around €3m for 2024.
The company is part of a steady and highly
profitable growth model, with a revenue CAGR (Compounded Annual
Growth Rate) of 33% between 2021 and 2023 and an EBITDA margin of
30% projected in 2024 and a highly diversified customer portfolio
including the leading global players of the pharmaceutical
sector.
The company is recognized for its pioneering
work, notably in the production of human cells, which reinforces
its strong potential for sales growth. Its performance is also
underpinned by the range of complementary CRO services it has
recently developed, and which it has been gradually rolling out to
key accounts since the beginning of the year.
Pascal Ghoson, CEO of Oxurion, comments: "This
first acquisition marks an extremely important milestone in the
life of Oxurion. Our objective was to diversify our activities
through external growth, and this is what we are currently
delivering 5 months after I started. Our aim is to put our skills
at the service of the target company, whose potential is recognized
worldwide, to enable it to achieve its business plan in 2028, with
sales of €8.1m and EBITDA of €2.8m".
The transaction is subject to the completion of
due diligence work (financial, legal, technical), which is due to
start in July, with completion scheduled for the end of September
2024. Signature of the definitive documentation is scheduled for
October 2024 at the latest.
The transaction will not impact Oxurion's
current preclinical program, neither financially nor in terms of
the dedicated workforce. This is because the transaction will not
be funded under the existing Atlas Funding Program and will
primarily be managed by external advisors. While some limited due
diligence costs will be borne under the current Atlas Funding
Program, the largest part of the contemplated transaction costs
(mostly success fees) will be part of the acquisition funding
currently being structured.
Oxurion will provide the market with information
on the progress of the transaction and the final financing terms,
which are currently still being studied and structured.
About Oxurion
Oxurion (Euronext Brussels: OXUR) is engaged in
the development of next-generation standard ophthalmic therapies
for the treatment of retinal diseases. Oxurion is headquartered in
Leuven. Further information is available at www.oxurion.com
Important information on forward-looking
statements
Certain statements contained in this press
release may be regarded as "forward-looking". These forward-looking
statements are based on current expectations and are therefore
affected by various risks and uncertainties. The company therefore
cannot guarantee that these forward-looking statements will
materialize, and undertakes no obligation to update or revise them,
whether as a result of new information, future events or otherwise.
Further information on risks and uncertainties affecting the
company and other factors that could cause actual results to differ
materially from forward-looking statements are included in the
company's annual report. This press release does not constitute an
offer or invitation to sell or buy any Oxurion securities or assets
in any jurisdiction. No Oxurion securities may be offered or sold
in the United States without registration under the U.S. Securities
Act. Securities Act of 1933, as amended, or pursuant to an
exemption therefrom, and in compliance with all applicable U.S.
state securities laws.
Contacts :
Oxurion NV
Pascal Ghoson
Chief Executive Officer
Pascal.ghoson@oxurion.com |
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