Publish Date: August 24, 2017
ImmunoPrecise Completes Acquisition of U-Protein and Private Placement of $5.25 Million
Victoria, British Columbia, Canada, August 23, 2017 – IMMUNOPRECISE ANTIBODIES (the “Company”) (TSX VENTURE: IPA)(OTC PINK: IPATF) announces that it has completed the acquisition of U-Protein Express BV (“U-Protein”) whereby the Company has acquired all of the issued and outstanding shares of U-Protein (the “Transaction”) and complete a non-brokered private placement of $5,250,000 (Cdn) (the “Financing”). This Transaction completes the first strategic acquisition for the Company.
“The completion of the acquisition of U-Protein provides an excellent strategic fit for ImmunoPrecise as it is complementary to our expertise in custom monoclonal antibody production as well as offering an exceptional opportunity to expand our business into the European marketplace,”
“The completion of the acquisition of U-Protein provides an excellent strategic fit for ImmunoPrecise as it is complementary to our expertise in custom monoclonal antibody production as well as offering an exceptional opportunity to expand our business into the European marketplace,” said Tom D’Ozario, President and CEO. “The combined company will be able to offer an expanded portfolio of services, further diversifying our revenue base and achieve our strategic, long-term business objectives.”
Terms of Definitive Agreement with U-Protein
Under the terms of the Definitive Agreement, the Company has acquired all of the issued and outstanding shares of U-Protein for €6,830,000 (CAD$10,108,400) (the “Purchase Price”), of which (A) €2,734,732 (CAD$4,047,390) was paid in cash on closing, (B) a total of 3,030,503 common shares of the Company were issued on closing, and (C) €2,047,634 (CAD$3,030,498) in deferred payments over a three (3) year period (the “Deferred Payments”). The Deferred Payments may be made, at the election of the U-Protein shareholder, in cash or by the issuance of up to 3,030,498 common shares over a three-year period. The Purchase price will be paid and/or issued to each shareholder of U-Protein in proportion to their respective shareholding of U-Protein.
As part of the Definitive Agreement, the shareholders of U-Protein were issued a dividend of any cash in U-Protein above €500,000. If the Deferred Payments are not satisfied by the Company, the shareholders of U-Protein will be permitted to repurchase the shares of U-Protein from the Company.
As part of the Definitive Agreement, the three of the principal shareholders of U-Protein have executed on-going management and employment contracts, which include non-solicitation and non-competition clauses as well as performance incentives based on the net profits of U-Protein. The Company also appointed Martin Hessing as a director of the Company.
Private Placement Financing
In conjunction with acquisition of U-Protein, the Company is pleased to announce that it completed a non‐brokered private placement of 5,250,000 shares (each, a “Share”) at a price of $1.00 per Share for gross proceeds of up to $5, 250,000.
All securities issued in connection with the private placement will be subject to restrictions on resale expiring on December 17, 2017. The Company issued finders’ a total of 281,100 common shares and paid a total of $12,000.
Proceeds of the financing were used for the acquisition of U-Protein and will be used for working capital purposes.
About ImmunoPrecise Antibodies
ImmunoPrecise Antibodies provides its customers with custom antibody engineering and production services to support their research and development efforts. 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 and therapeutics. The target market for the Company’s antibody and peptide products includes organizations in the academic, biological, diagnostic and pharmaceutical fields. This is a large growing market that is expected to double in the next ten years.
The Company operates from state of the art laboratory facilities located at the Vancouver Island Technology Park in Victoria, British Columbia which houses its tissue culture and molecular facilities as well as an animal care unit, and is a member of the Canadian Council for Animal Care.
The services offered to customers include the development of mouse and rat monoclonal and rabbit recombinant 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 an experienced group of R&D scientists, and over the last 25 years its investments in research have led to the creation of innovative and proprietary technologies and methods that significantly improve the speed and efficiency of monoclonal and polyclonal antibody production.
U-Protein is a privately held company based in Utrecht, The Netherlands and holds the rights to proprietary expression technology used in antibody production. U-Protein is a Contract Research Organization (“CRO”) that offers fast and large-scale production of (mammalian) recombinant proteins and antibodies for research and pre-clinical applications.
For further information please contact:
ImmunoPrecise Antibodies Inc.
3204-4464 Markham Street.
Victoria, BC V8Z 7X8
For investor relations please contact:
Contact Financial Corp.
1450 – 701 West Georgia 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. ImmunoPrecise 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 ImmunoPrecise 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 ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’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 U-Protein, completing the Financing, 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.