VICTORIA, Dec. 28, 2017 /CNW/ - IMMUNOPRECISE ANTIBODIES LTD. (the "Company" or "IPA") (TSX VENTURE: IPA)(OTC PINK: IPATF) announces that it has signed a binding letter of intent with Preclinics GmbH ("Preclinics") whereby the Company has agreed to acquire all of the issued and outstanding shares of Preclinics (the "Transaction").
The Transaction continues to realize on the Board's commitment to grow globally through strategic acquisitions. It contributes significantly to IPA extending its ambition of becoming 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 source of and capacity for in vivo and in vitro research and formats.
"In acquiring Preclinics GmbH, IPA continues to build its capacity as a single source provider for the antibody discovery process through pharmacological contract research and research services and capabilities targeted to immunization and production of antisera as well as animal care facilities" said Dr. James Kuo, Chairman, Interim President of the Company.
Preclinics is a privately held company based in Potsdam, Germany which has three separate facilities (Potsdam site; Behring Campus Eystrup and its research farm) which performs in vivo research in rodent models and in vitro research in cell culture and other in vitro formats. Preclinics also offers contract immunization and contract production of antisera, and contract housing and breeding of laboratory animals. Preclinics has developed its own proprietary technology such as ImmunoJunction fusion antibodies for redirecting an existing immunity to a new target and research instruments such as the REVOLYZER for tracking of rodent behaviour and is in the process of developing its own library based technology.
The Transaction adds important intellectual property and technology to the Company's product, service and technology estate.
Terms of Transaction with Preclinics
Under the binding letter of intent, the Company and Preclinics have agreed to negotiate a definitive agreement (the "Definitive Agreement") whereby the Company will acquire all of the issued and outstanding shares of Preclinics for €2,300,000 (CAD$3,450,000) (the "Purchase Price") (A) payable 35% in cash and the remainder by the issuance of common shares of the Company on closing of the Transaction, and (B) an additional €750,000 (CAD $1,125,000) is to be paid in succession payments over a period of 3 years based on continued profitability with €250,000 (CAD $375,000) within one year, €250,000 (CAD $375,000) in year 2 and €250,000 (CAD $375,000) in year 3 with option of Preclinics' shareholders to take the payments in cash or equity.
The letter of intent also sets forth the Company's commitment to fund Preclinics, after being acquired by the Company, and to enter into a separate agreement with Preclinics shareholders on the development and commercialization of Immunojunction. The CEO and CFO of Preclinics will also enter into a three year management contract, which will include non-solicitation and non-competition clauses.
The parties will be entitled to carry out due diligence of each other until February 28, 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 Preclinics 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 is an integrated antibody solutions company that is a single source provider of services across the full antibody discovery value chain (antigen design, hit generation, lead selection, lead optimization and lead characterization). The Company utilizes the full spectrum of antibody production methodologies (library based technologies, hybridoma methods, transgenic animal based platforms and single B cell based technology) with a growing focus on generating human antibodies.
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.
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 two state-of-the-art laboratory facilities in North America and Europe. The Company's facility at the Vancouver Island Technology Park in Victoria, British Columbia houses tissue culture and molecular facilities, an animal care unit, and cryo-preservation facilities. Its facility in Utrecht, The Netherlands offers fast and large-scale production of (mammalian) recombinant proteins and antibodies for research and pre-clinical applications.
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 Preclinics, 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.
SOURCE ImmunoPrecise Antibodies Ltd.
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: [email protected], Contact Financial Corp., 1450 - 701 West Georgia St., Vancouver, BC V7Y 1G5