Abcam to Acquire BioVision for $340 million

Abcam to Acquire BioVision for $340 million

2 August 2021, Cambridge, UK – Abcam plc ("Abcam", “the Company” or "the Group") (AIM LSE: ABC; Nasdaq: ABCM), a global leader in the supply of life science research tools, today announces that it has entered into a definitive agreement to acquire BioVision, Inc. ("BioVision"), a wholly owned subsidiary of Boai NKY Medical Holdings Ltd. (“NKY”), for $340 million (the “Acquisition”).

Transaction highlights

• BioVision is a fast-growing innovator and distributor of life science research tools to biopharma, diagnostic and academic customers, with strength in biochemical and cell-based assay kits
• Brings one of Abcam’s large third-party suppliers in-house
• Accelerates Abcam’s strategic execution and focus on in-house innovation and products in the complementary biochemical and cell-based assay market
• Expected to be accretive to earnings¹ from the first full year of ownership following completion (Dec-22)
• Concurrent with the Acquisition, entered memorandum of understanding regarding a strategic partnership with NKY in China
• Conference call scheduled for 1430 BST / 0930 EDT, today to discuss the transaction

Background to and reasons for the Acquisition

Founded in 1999 and located in Milpitas, California, BioVision is a global supplier of life science research tools to support research, diagnostics, and drug discovery. The company is a leading provider of biochemical and cell-based assays for biological research. It also develops, produces, and sells a wide portfolio of other products including recombinant proteins, antibodies, enzymes, and biochemical compounds.

BioVision started supplying Abcam in 2003. Abcam customers’ demand for BioVision products  has grown consistently over time, with sales more than doubling over the past five years (to June 2021).

The acquisition of BioVision represents a compelling strategic fit for Abcam, with potential to:

• bring greater control over the innovation and distribution of BioVision’s product portfolio
• accelerate our strategic ambitions within the adjacent biochemical and cellular assay market
• align with existing areas of research focus including oncology, immuno-oncology, neuroscience, and epigenetics
• create value through portfolio expansion and leveraging Abcam’s global channels to market
• create opportunities to enhance existing products and innovate new products to serve customer needs

Principal terms and financial effects of the Acquisition

• Proposed acquisition of BioVision, by acquiring the entire share capital of its holding company, NKY Biotech US, Inc, from NKY, for cash consideration of $340 million on a cash free/debt free basis.
• Acquisition to be funded from existing cash resources and a partial drawdown of Abcam’s Revolving Credit Facility.
• Acquisition agreement provides for the payment of a reciprocal termination fee of approximately 3% of the purchase price, in the event the Acquisition is terminated in certain specified circumstances.
• The Acquisition is subject to applicable regulatory clearance.
• The Acquisition will be subject to review and approval of the Shenzhen Stock Exchange and by a vote of NKY’s shareholders. If approved, the Acquisition is expected to close before the end of 2021 calendar year.
• The most recently audited results of BioVision for the 12 months ended 31 December 2020, were revenues of $33.8 million (£24.3 million), operating profit of $12.6 million (£9.1 million) and Net assets of $21.9 million (£15.7 million)². Revenues included approximately $5 million of COVID-19 related product sales which are not expected to reoccur.
• The Acquisition is expected to be accretive to adjusted earnings per share (EPS) from the first full year of ownership (Dec-22)¹.

Strategic Partnership with NKY

Concurrent with the Acquisition, Abcam and NKY have also entered into a memorandum of understanding regarding the establishment of a collaborative, commercial partnership under which Abcam will develop and supply products and services to NKY in support of their ongoing product development and commercialisation in the IVD field.

Commenting on the Acquisition, Alan Hirzel, CEO of Abcam, said:

"We know the BioVision business well, having been a major distributor of their products since 2003. This acquisition represents a compelling opportunity to secure a proven portfolio of high-quality products, including a leading portfolio of biochemical and cell-based assay kits, that will allow us to better serve customer needs. BioVision has sustained strong growth over many years and, together with Abcam’s brand, reach and capabilities, we are confident we are well positioned to build on this success and reinforce Abcam’s ability to serve life scientists globally.”

Analyst and investor conference call

A conference call and webcast for analysts and investors will be held at 1430 BST / 0930 EDT, today. To participate in the call, please find details below:

To access the webcast, please use the following link: https://edge.media-server.com/mmc/p/3ovm6prx. 

A recording of the call will be made available at corporate.abcam.com/investors until 9 August 2021.

1. Before acquisition and integration related costs

2. Based on a USD:GBP exchange rate of 0.7192 as of 30 July 2021

Lazard is acting as financial adviser and Latham & Watkins LLP is acting as legal advisor to Abcam in relation to this transaction.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/ 2014 (as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018).

For further information, please contact:

Abcam

+ 44 (0) 1223 696 000

Alan Hirzel, Chief Executive Officer

Michael Baldock, Chief Financial Officer

James Staveley, VP Investor Relations