VICTORIA, British Columbia,
Dec. 7, 2017 /PRNewswire/ --
IMMUNOPRECISE ANTIBODIES LTD. (the "Company") (TSX VENTURE:
IPA)(OTC PINK: IPATF) announces that it has signed a binding letter
of intent with ModiQuest Research BV ("ModiQuest") whereby
the Company has agreed to acquire all of the issued and outstanding
shares of ModiQuest (the "Transaction").
Logo -
https://mma.prnewswire.com/media/616736/ImmunoPrecise_Antibodies_Ltd__ImmunoPrecise_to_Acquire_ModiQuest.jpg
The Transaction continues to realize on the Board's commitment
to grow globally through strategic acquisitions. It allows IPA to
become a single source provider of services across the full
antibody discovery value chain (antigen design, hit generation,
lead selection, lead optimization and lead characterization) and to
offer the full spectrum of antibody production methodologies
(library based technologies, hybridoma methods, transgenic animal
based platforms and single B cell based technology). Furthermore,
the acquisition enhances the Company's capacity for generating
human antibodies.
"In acquiring ModiQuest Research B.V., IPA becomes a leading
integrated antibody solutions company with global reach" said Dr.
James Kuo, Chairman, Interim
President of the Company.
ModiQuest
ModiQuest is a privately held company based in Oss, The Netherlands that specializes in the
generation of monoclonal antibodies against difficult target
antigens. ModiQuest applies proprietary technologies to all aspects
of the antibody discovery process in research and development,
diagnostic and therapeutic applications. Using its
proprietary ModiFuse™ (hybridoma electrofusion), ModiSelect™
(B-cell selection) and ModiPhage™ (phage display) technologies,
ModiQuest can generate very large panels of monoclonal antibodies
from various backgrounds including mouse, rat, rabbit, chicken,
llama and human, as well as transgenic animals harboring the human
antibody gene repertoire. ModiQuest serves clients in
Europe, the US, Asia and Russia. During its year-ended 2016,
ModiQuest had revenues of €2,009,374 (CAD $3,037,249) and earnings of €671,799 (CAD
$1,015,451).
The Transaction is accretive in both revenue and earnings and
brings additional scientific and management capacity.
Terms of Transaction with ModiQuest
Under the binding letter of intent, the Company and ModiQuest
have agreed to negotiate a definitive agreement (the "Definitive
Agreement") whereby the Company will acquire all of the issued
and outstanding shares of ModiQuest for €7,000,000 (CAD$10,570,000) (the "Purchase Price"),
of which (A) €2,500,000 (CAD$3,775,000) will be paid in cash on closing,
(B) €2,500,000 (CAD$3,775,000) will
be satisfied by the issuance of approximately 6,622,807 common
shares of the Company on closing, and (C) €2,000,000
(CAD$3,020,000) in deferred payments over a three year period (the
"Deferred Payments"). The Deferred Payments will be
made in three equal installments of cash and equity totaling
€666,666 (CAD$1,006,665) on each anniversary date following closing
of the transaction. The Deferred Payments will be prorated if
the EBITDA of ModiQuest fails to equal the average EBITDA from the
previous two years. ImmunoPrecise expects to finance the cash
portion of the purchase price using a convertible debt
instrument.
The letter of intent also requires that Jos Raats, a principal
of ModiQuest, to enter into a three year management contract, which
will include non-solicitation and non-competition clauses, and Mr.
Raats will provide a minimum of 60% of full time employment to
ModiQuest under the management contract. The Company has also
agreed to appoint one of the principal shareholders of ModiQuest to
its board of directors.
The parties will be entitled to carry out due diligence of each
other until February 15, 2018.
Upon the parties completing due diligence to their reasonable
satisfaction, the parties will enter into the Definitive Agreement
setting forth the terms and conditions of the Transaction by
February 28, 2018. Completion
of any transaction with ModiQuest is subject to a number of
conditions, including but not limited to, completion of due
diligence, negotiation of definitive agreements in respect of such
a transaction, the availability of financing on terms acceptable to
the Company, and receipt of any required regulatory and shareholder
approvals. A transaction cannot be completed until these conditions
are satisfied, and there can be no assurance that a transaction
will be completed at all.
About ImmunoPrecise Antibodies Ltd.
The Company provides custom antibody development and production
services and protein expression to support research and development
programs at leading pharmaceutical and biotechnology companies, as
well as academic research laboratories. Antibodies are
naturally occurring proteins capable of binding to specific target
molecules, or antigens. They have been used very widely in research
assays, diagnostics, purification, biologics and therapeutics.
The Company operates from state of the art laboratory facilities
located at the Vancouver Island Technology Park in Victoria, British Columbia which house its
tissue culture and molecular facilities as well as an animal care
unit, and is a member of the Canadian Council for Animal Care and
in association with U-Protein Express B.V. its subsidiary
laboratory operation in Life Science Incubator, Utrecht Science
Park, Utrecht, the
Netherlands.
The services offered to customers include the development of
mouse and rat monoclonal and recombinant rabbit monoclonal
antibodies against a wide spectrum of antigens, as well as
polyclonal antibodies, immunologically based assays, and solutions
to challenges faced by clients in antibody related research and
development. In addition, cryopreservation services are
provided for the storage of valuable biological materials including
hybridoma clones, plasmid constructs, and cell lines. The
antibodies produced by the Company target a wide variety of
environmental, diagnostic and research applications.
The Company employs a highly experienced group of R&D
scientists. Over the last 25 years, investments in innovative
and proprietary technologies and methods have vastly improved the
speed and efficiency of monoclonal and polyclonal antibody
production.
For further information please contact:
ImmunoPrecise
Antibodies Ltd.
Phone: 1-250-483-0803
3204-4464 Markham Street.
Victoria, BC V8Z 7X8
www.immunoprecise.com
For investor relations please contact:
Rob Gamley
Phone: 1-604-689-7422
Email: rob@contactfinancial.com
Contact Financial Corp.
810 – 609 Granville St.
Vancouver, BC V7Y 1G5
Forward Looking Information
This news release contains statements that, to the extent
they are not recitations of historical fact, may constitute
"forward-looking statements" within the meaning of applicable
Canadian securities laws. The Company uses words such as "may",
"would", "could", "will", "likely", "expect", "believe", "intend"
and similar expressions to identify forward-looking statements. Any
such forward-looking statements are based on assumptions and
analyses made by the Company in light of its experience and its
perception of historical trends, current conditions and expected
future developments. However, whether actual results and
developments will conform to the Company's expectations and
predictions is subject to any number of risks, assumptions and
uncertainties. Many factors could cause the Company's actual
results to differ materially from those expressed or implied by the
forward-looking statements contained in this news release. Such
factors include, among other things, the Company closing its
acquisition of ModiQuest, and such risks and uncertainties
described in the Company's Filing Statement dated December 13, 2016 which can be accessed at
www.sedar.com. The "forward-looking statements" contained herein
speak only as of the date of this press release and, unless
required by applicable law, the Company undertakes no obligation to
publicly update or revise such information, whether as a result of
new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.