BICO Group AB (publ) ("BICO") has entered into an agreement with the shareholders of QInstruments GmbH ("QInstruments") to acquire all outstanding shares, on a cash- and debt-free basis, and under the assumption that the working capital at closing equals the normalized working capital, to a purchase price of 61.25 million euro (the "Acquisition"), of which 3 million euro will be paid upon achievement of predetermined revenue and EBITDA milestones. Approximately 13 percent of the purchase price will be paid in newly issued shares of series B in BICO (the “Consideration Shares”), and the remaining part will be paid in cash. BICO’s Board of Directors will resolve to issue the Consideration Shares in accordance with the authorization from 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 diagnostics. QInstruments is expected to grow 40 per cent in 2021 and generate approximately 10.8 million euro of net sales with 45 percent EBIT margin. The company has 28 employees and is headquartered in Jena, Germany and has a supplier network around the world.
“Technology is paving the way and driving scientific research forward. By combining biology, technology, and engineering in new ways we can fundamentally shift the future of health. With a growing presence in the genomics field, this addition to the portfolio provides customers with a growing range of products to service every step in the Bio Convergence workflow. In this context, QInstruments leads the industry by developing beautiful, customer centric, sample preparation tools and technologies that is impacting major research areas and making a difference in the results the customers can achieve. Getting the right result in time is the name of the game in life sciences as it impacts the health of the patient in the end. Together, we continue on our journey to democratize critical workflows in advancing healthcare.” Erik Gatenholm, CEO, and co-founder, BICO.
“Over the last 20 years we have developed advanced instruments that provide users with trustworthy data, enabling compelling research that drives forward the world of science. Our team invents user-friendly and intuitive systems that enable multi-disciplinary research in a cost and time efficient manner. With BICO, we share a common vision of applying precision engineering to solve the challenges of today and look forward to being a part of this exciting group and more importantly leave a mark on the Bio Convergence revolution.” Olaf Simmat, CEO and co-founder, QInstruments.
Rationale for the Acquisition
The Acquisition is in line with BICO’s commercial, Bio Convergence strategy, complementing BICO’s product offering through sample preparation by mixing solutions for advanced liquid handling robots and workflows. QInstruments will continue as a standalone company, part of BICO’s business area Bioautomation.
QInstruments is one of the leaders in developing, manufacturing, and supplying tools for precise and efficient sample preparation. The innovative product portfolio for mixing solutions for advanced liquid handling can be seamless integrated in BICO’s existing workflows. In addition, the Group also sees great potential in integrating QInstruments’ technology in new instruments.
The purchase price for all outstanding shares in QInstruments on a cash- and debt-free basis, and under the assumption that the working capital at closing equals the normalized working capital, amounts to 61.25 million euro, of which 3 million euro will be paid upon achievement of predetermined revenue and EBITDA milestones. Approximately 13 percent of the total purchase price will be paid by issuance of the Consideration Shares and the remainder will be paid cash.
Issue of the Consideration Shares
BICO’s Board of Directors will resolve to issue the Consideration Shares in accordance with the authorization from the Annual General Meeting held on April 26, 2021.
The Consideration Shares will be issued at a subscription price determined by the volume-weighted average price of BICO shares of series B on Nasdaq Stockholm five consecutive trading days ending on the trading day immediately preceding the closing date.
The Acquisition’s completion and the transfer of QInstruments’ shares will take place as soon as reasonably possible after signing, provided that all conditions for completion are met.
QInstruments will remain under current entity and management post-transaction.
QInstruments will be consolidated in BICO's financial statements and in the financial reporting from the closing date.
BICO’s Board of Directors will resolve on an issue in kind of the Consideration Shares in accordance with the authorization from the Annual General Meeting held on April 26, 2021.
Hengeler Mueller acted as legal advisors 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
Phone (Sweden): +46 70 991 86 04
Phone (US): +1 (857) 332 2138
Isabelle Ljunggren, Head of Communications
Phone (Sweden): +46 70 830 08 90
This information is such that BICO Group AB (publ) is required to publish in accordance with the EU Market Abuse Regulation. The information was submitted for publication, through the agency by the contact persons set out above on October 1, 2021, at 7.05pm (CEST).
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. With a focus on the application areas of bioprinting, multiomics, cell line development, and diagnostics, the company develops and markets innovative technologies that 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 products are trusted by more than 2,000 laboratories, including all the top 20 pharmaceutical companies, are being 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