STOCKHOLM, October 1, 2021 / PRNewswire / – BICO Group AB (publ) (“BICO”) has entered into an agreement with the shareholders of QInstruments GmbH (“QInstruments”) to acquire all outstanding shares, in cash and debt free, and under the assumption according to which the working capital at closing is equal to the normalized working capital, at a purchase price of € 61.25 million (the “Acquisition”), of which 3 million euros will be paid upon achievement of predetermined revenue and EBITDA milestones. Approximately 13% of the purchase price will be paid in newly issued BICO Series B shares (the “Counterpart Shares”), and the remainder will be paid in cash. BICO’s board of directors will decide to issue the counterpart shares in accordance with the authorization of the annual general meeting held on April 26, 2021.
Founded in 2003, by Olaf Simmat and Christian Stange, QInstruments is a leading developer, manufacturer and supplier of advanced sample preparation automation by mixing solutions for liquid handling robots and workflows for biomedical and life science research and clinical diagnoses. QInstruments is expected to grow 40% in 2021 and generate around 10.8 million euros net sales with an EBIT margin of 45%. The company has 28 employees and is headquartered in Jena, Germany and has a network of suppliers around the world.
“Technology is leading the way and advancing scientific research. By combining biology, technology and engineering in new ways, we can fundamentally change the future of health. With a growing presence in the field of genomics, this addition to the portfolio offers customers a growing range of products to meet every step of the Bio Convergence workflow. In this context, QInstruments leads the industry in developing beautiful customer-centric sample preparation tools and technologies that impact key areas of research and make a difference in the results that customers can achieve. Getting the right result on time is the name of the game in life sciences as it ultimately impacts the health of the patient. Together, we continue our journey to democratize critical workflows to advance healthcare.” Erik Gatenholm, CEO and co-founder, BICO.
“Over the past 20 years, we have developed advanced instruments that provide users with reliable data, enabling compelling research that advances the world of science. Our team invents user-friendly and intuitive systems that enable multidisciplinary research in an efficient manner in terms of cost and time. With BICO, we share a common vision of applying precision engineering to solve today’s challenges and we look forward to being a part of this exciting group and, more importantly, to leave a mark on the revolution of Bio Convergence.” Olaf Simmat, CEO and co-founder, QInstruments.
Justification of the acquisition
The acquisition is in line with BICO’s Bio Convergence business strategy, complementing BICO’s product offering through sample preparation by mixing solutions for robots and advanced liquid handling workflows. QInstruments will continue as a stand-alone company, part of BICO’s Bioautomatization business area.
QInstruments is a leader in the development, manufacture and supply of tools for precise and efficient sample preparation. The innovative product portfolio for mixing solutions for advanced liquid handling can be seamlessly integrated into existing BICO workflows. In addition, the Group also sees great potential in integrating QInstruments technology into new instruments.
The purchase price of all outstanding shares of QInstruments on a cash and debt-free basis, and assuming closing working capital equals normalized working capital, is € 61.25 million, of which 3 million euros will be paid upon achievement of predetermined revenue and EBITDA milestones. Approximately 13% of the total purchase price will be paid by the issuance of the counterpart shares and the remainder will be paid in cash.
Issue of counterpart shares
BICO’s board of directors will decide to issue the counterpart shares in accordance with the authorization of the annual general meeting held on April 26, 2021.
The counterpart shares will be issued at a subscription price determined by the volume weighted average price of BICO Series B shares on Nasdaq Stockholm on five consecutive trading days ending on the trading day immediately preceding the closing date.
The completion of the Acquisition and the transfer of the shares of QInstruments will take place as soon as reasonably possible after the signing, provided that all the conditions for completion are met.
QInstruments will remain under the current entity and management after the transaction.
QInstruments will be consolidated in BICO’s financial statements and in financial reports from the balance sheet date.
The Board of Directors of BICO will rule on an issue in kind of Remuneration Shares in accordance with the authorization of the Annual General Meeting held on April 26, 2021.
Hengeler Mueller acted as legal advisers to BICO in connection with the Acquisition, Ebner stolz advises on financial and tax due diligence.
For more information, please visit: www.qinstruments.com
For more information please contact:
Gusten Danielsson, CFO
Telephone (Sweden): +46 70 991 86 04
Phone (US): +1 (857) 332 2138
Email: [email protected]
Isabelle Ljunggren, responsible for the communication
Telephone (Sweden): +46 70 830 08 90
Email: [email protected]
This information is such that BICO Group AB (publ) is obliged to publish it in accordance with the EU Market Abuse Regulation. The information has been submitted for publication, through the agency, by the contact persons indicated above on October 1, 2021, To 7:05 p.m. (CEST).
Founded in 2016, BICO (formerly CELLINK) is the world’s first Bio Convergence company by combining different technologies, such as robotics, artificial intelligence, computing and 3D bio-printing with biology, we enable our customers to improve people’s health and lives for the better. Focusing on the application areas of bioprinting, multiomics, cell line development and diagnostics, the company develops and commercializes innovative technologies that enable life science researchers to grow cells in 3D, to perform high throughput drug screening and print human tissues and organs for the medical, pharmaceutical and cosmetic industries. We are creating the future of health. The Group’s products benefit from the trust of more than 2,000 laboratories, including the 20 largest pharmaceutical companies, are used in more than 65 countries and have been cited in more than 9,000 publications. BICO is listed on Nasdaq Stockholm under BICO. www.bico.com
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SOURCE BICO Group AB