IPA (IMMUNOPRECISE ANTIBODIES LTD.) (the “Company” or “IPA”) (NASDAQ: IPA) (TSXV: IPA) is pleased to announce that it has completed its previously announced acquisition of control over BioStrand BV, BioKey BV, and BioClue BV (hereinafter collectively referred to as “BioStrand”), a group of Belgian biotech entities and pioneers in the field of bioinformatics and biotechnology, through its wholly owned subsidiary ImmunoPrecise Netherlands BV.
“Uniting BioStrand and IPA reflects the Company’s commitment to acquiring truly transformative technologies that leapfrog traditional competencies driving the development of safe and effective antibody therapies. For several years IPA’s team has scrutinized artificial intelligence (AI) and machine learning technologies, in search of capabilities that don’t simply give a nod to an opaque use of computationally-driven analyses, nor incremental and limited additions to currently existing research tools, but instead change the trajectory of personalized medicines and the philosophy behind what is truly meaningful for the future of AI in the life sciences,” commented Dr. Jennifer Bath, CEO of IPA.
“With BioStrand joining the IPA family, we rewrite the future of biotherapeutic discovery, providing access to unique and rapid in silico technologies that unequivocally improve the specificity and design of biotherapeutics,” Dr. Bath continued. “This is achieved, in part, using patent-pending technologies that identify, define, and code finite and unique fingerprints representing structures and functions present in all omic data. Together, we share a common vision and unique strengths using the power of rapidly analyzed genomic, transcriptomic, and proteomic data, combined with natural language processing, to understand the structural and functional basis of diseases, and to develop life-saving precision medicines. Our combined capabilities move us closer to more precise and powerful individualized therapies with an aim of changing the way therapies are designed, approved, and prescribed.“
Details of the Transaction
ImmunoPrecise Netherlands BV acquired all of the issued and outstanding shares of Idea Family BV, a private limited liability company holding 75.01% of the issued and outstanding shares of BioStrand, as well as the remaining 24.99% of the issued and outstanding shares of BioStrand.
At closing, the Company paid a consideration of approximately € 20 million to the vendors, namely CHARMQUARK EEN, a partnership (maatschap) controlled by Dirk Van Hyfte, CHARMQUARK TWEE, a partnership (maatschap) controlled by Ingrid Brands, and K&E BV, a private limited liability company (besloten vennootschap) controlled by Koen Quaghebeur and Els Paesmans. The consideration consisted of an aggregate of 4,077,774 common shares of IPA, representing approximately € 16,265,500 based on the thirty-day volume-weighted average price of the common shares ending on the trading day immediately prior to the closing; and a cash payment of approximately € 3,734,500.
The consideration also includes a contingent earnout payment based on the profitability of BioStrand over a 7-year period, which shall not exceed in total €12 million.
An investment consideration will also be provided by IPA to BioStrand in an aggregate amount of € 6 million over a period of 3 years, for operation expenses, development of BioStrand’s platform, and correction of deficiencies.
The common shares issued are subject to a statutory resale restriction pursuant to Canadian securities laws, as well as a contractual escrow agreement entered into on closing between the vendors, IPA, and an escrow agent, providing for the gradual release of the common shares over a 3-year period.
Each of BioStrand and its securityholders are arm’s length parties to the Company.
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