BICO Group AB (publ) ("BICO") has entered into an agreement with the shareholders of Biosero, Inc. ("Biosero") to acquire all outstanding shares to an enterprise value of 165 MUSD (the "Acquisition"). Approximately 63 percent of the purchase price will be paid in cash, 21 precent by issuance of the Considerations Shares, and approximately 16 percent will be paid through an earnout component (shares and cash) over the coming three years. BICO’s Board of Directors will resolve to issue the Consideration Shares in accordance with the authorization from the Extraordinary General Meeting held on November 17, 2021.
Biosero is a San Diego based company, with 75 employees globally and founded in 2003. The company offers software solutions, under the umbrella of Green Button Go and services which enable seamless laboratory automation for connected and smart workflows. Such solutions can make a significant impact across all BICO’s core industrial ecosystem of cell line development, multi-omics, tissue engineering and diagnostics. With a customer-centric approach, including well-known big-pharma companies, Biosero’s revenue is expected to reach 26 MUSD in 2021, with an EBITDA margin exceeding 25 percent. Biosero is expected to grow in line with BICO's financial targets.
“At BICO we are committed to leveraging our Bio Convergence technologies to develop smart, automated, and sustainable solutions for our customers, and in turn revolutionize the healthcare industry. With Biosero we take a significant and strategized step in expanding our portfolio with combinatorial smart software systems to enable automated workflows. The Biosero software platform will serve as a glue to our impressive portfolio of hardware instruments and solutions, tying together the great hardware technologies we have acquired over the years. Through improved efficacy and efficiency this leads to better and faster decision making for our customers and contributes to solving the modern healthcare challenges we face” says Erik Gatenholm, CEO and co-founder of BICO.
“Our software and integrated solutions enable connectivity and advanced lab automation; BICO's investment in our growth strengthens our commitment to our customers. From day one, we can be integrated in the current offering of BICO, thus extending our reach and enabling value to a broader customer base. This means great business opportunities and synergy potential for both parties. We look forward to playing a vital part in the developments of the Group’s offering and to create the future of health together with more than 1,000 new colleagues,” says Tom Gilman, CEO and co-founder of Biosero.
Rationale for the acquisition
The Acquisition is in line with BICO’s commercial agenda, Biosero’s offer will cater to the Group’s key application areas: tissue engineering, cell line development, multiomics and diagnostics.
- Smart software that integrates instruments to automated workflows
The addition of Biosero’s software capabilities brings immediate synergies and will allow BICO to offer its customers fully automated and connected workflow solutions using the combination of technologies and products from current portfolio companies together with Biosero’s software solutions. In the short to mid-term, these cross-business synergies have the potential to unlock large orders related to automated workflows. Biosero’s software and services will be the glue that connects instruments and will enable us to turn single instrument opportunities into large deals.
- Accelerating BICO’s software capabilities
With Biosero the Group is accelerating its software offering which will be vital in all future product development and can be implemented in existing offering. For example, the newly launched C.STATION by CYTENA is a collaboration where BICO’s instruments are merged with Biosero’s Green Button Go software.
BICO will also invest up to 20 MUSD over a three-year period to accelerate Biosero’s commercial agenda and to expand into new geographical markets and fully maximize on current order pipeline.
- Global commercial expansion via investments in stronger geographical presence on the US East Coast, in Europe and Asia as well as infrastructure to scale up and cater for increased business opportunities
- accelerating product development capabilities in software features e.g., mobile robotics and data analytics
The enterprise value for all outstanding shares in Biosero amounts to 165 MUSD. Approximately 63 percent of the purchase price will be paid in cash, 21 percent by issuance of the Considerations Shares, and approximately 16 percent will be paid through an earnout component (shares and cash) over the coming three years.
Issue of the Consideration Shares
At closing 1.2 million Consideration shares will be issued to the sellers. BICO’s Board of Directors will resolve to issue the Consideration Shares in accordance with the authorization from the Extraordinary General Meeting held on November 17, 2021.
The Acquisition’s completion and the transfer of Biosero’s shares will take place as soon as reasonably possible after signing, provided that all conditions for completion are met. In addition, and as a closing pre-condition, the completion of the Acquisition is dependent on approval by the relevant competition authorities.
Biosero will remain under current entity and management post-transaction.
Biosero will be consolidated in BICO's financial statements and in the financial reporting from Q1, 2022.
Foley & Lardner acts as legal advisors to BICO in connection with the Acquisition, PwC advises on financial and tax due diligence.
Tele conference about the acquisition of Biosero on December 16
BICO invites to a presentation, later today, December 16, to inform about the acquisition of Biosero during two different occasions to be able to, from a time zone perspective fit both the European and the US investor base.
- The presentation will focus on the rationale of the acquisition, presentation of Biosero and synergies going forward. The presentation will end with a Q&A.
- Agenda, speakers, and the presentation will be the same during both sessions.
- The presentation will be held in English and will be available at 8am CET on bico.com/investors.
Date: Thursday December 16, 2021
Europe: 10am CET
For audio: +46 8 502 439 36 Conference-ID: 387 258 521#
For video: Video link to the presentation
USA: 3pm CET/9am EST
For audio: +46 8 502 439 36 Conference-ID: 834 767 152#
For video: Video link to the presentation
For further information, please contact:
Gusten Danielsson, CFO
Phone (US): +1 (857) 332 2138
Phone (Sweden): +46 70 991 86 04
Isabelle Ljunggren, Head of Communications
Phone (Sweden): +46 70 830 0890
This is information that BICO Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on December 16, 2021, at 07:45 (CET).
Founded in 2016, BICO (formerly CELLINK) is the leading bio convergence company in the world. By combining different technologies, such as robotics, artificial intelligence, computer science, and 3D bioprinting with biology, we enable our customers to improve people's health and lives for the better.
The company has a focus on developing technologies that will advance Health 4.0 Next Generation Core Industry Ecosystems that enable tissue engineering, diagnostics, multiomics, and cell line development. BICO’s technologies enable researchers in the life sciences to culture cells in 3D, perform high-throughput drug screening and print human tissues and organs for the medical, pharmaceutical, and cosmetic industries. We create the future of health.
The Group’s instruments in the field amounts to 25,000, including all the top 20 pharmaceutical companies, are being used in more than 65 countries, and have been cited in more than 9,500 publications. BICO is listed on Nasdaq Stockholm under BICO. www.bico.com