CELLINK has acquired Visikol Corp., an American contract research services company offering leading services in 3D cell culture, 3D tissue imaging, multiplex imaging, and digital pathology to pharma and biotech companies. CELLINK has acquired all outstanding shares in Visikol for a purchase price of $7.5 million on a cash- and debt-free basis under the assumption that the working capital at closing equals the normalized working capital at closing of which approximately $2.5 million will be paid in 57,911 newly issued shares of series B in CELLINK at a price of SEK 357.60 per share (Consideration Shares) and the remainder in cash.
The Consideration Shares will be issued at a subscription price of SEK 357.60 determined by the closing price of CELLINK shares of series B on Nasdaq Stockholm on the last trading day prior to closing. The Consideration Shares are expected to be registered by the Swedish Companies Registration Office during the month of May and will correspond to approximately 0.01 percent of the share capital and approximately 0.008 percent of the votes in CELLINK. Additionally, the sellers are eligible for a maximum earn-out of $12 million in cash which is based on the completion of some financial goals for the fiscal years of 2022-2023.
Founded in 2016 by entrepreneurs out of Rutgers University, Visikol is a contract research services company focusing on accelerating the discovery and development of therapeutics by providing pharmaceutical and biotech companies with best-in-class 3D cell culture, 3D tissue imaging, multiplex imaging, and digital pathology services. Many of these services leverage the proprietary Visikol® HISTO™ tissue clearing reagents as well as Visikol’s proprietary software platform, 3Screen™ which is built on advanced machine learning evaluation to provide customers in depth analysis of their tissue and cell culture samples. Today, Visikol counts half of the top twenty pharmaceutical companies as customers.
The CELLINK Group sees great potential with Visikol by being able to offer additional elements in the drug discovery process by combining the Visikol® HISTO™
tissue clearing reagents with cloud-based technology for analysis, advanced imaging with digital pathology and 3D cell culture assays. This opens up a new market segment for CELLINK Group, an entrance into the contract research market, a $11.58 billion market growing at about 8 percent CAGR, and access to a new source of revenue. The technology used for analysis also provides synergies for current customers within the CELLINK Group, namely those who currently work with MatTek and 3D tissues. Additionally, the CELLINK Group sees the opportunity to continue to develop a strong service-related offering within the bioprinting.
“We are excited to welcome Visikol to the CELLINK Group. We see great potential in building a strong service portfolio based on innovative analysis of 3D cell cultures. This is a great example of bioconvergence – where reagents meet software based on advanced machine learning, in order to improve health and create the future of medicine.” Erik Gatenholm, CEO, CELLINK.
“We founded Visikol five years ago with the vision to transform tissues into actionable insights for our customers. Over the years we have developed our offering by combining science with technology, which is spot on what CELLINK is all about. We look forward to being a part of the Group and continue to develop market leading offerings together with our new colleagues.” Michael Johnson, CEO, Visikol.
Visikol will be part of the Bioprinting business area and remain under current entity and management post-transaction. Visikol will be consolidated in CELLINK's financial statements from CELLINK’s second quarter 2021 and in the financial reporting from May 20, 2021 and expected to generate $3 million of revenue in 2021. For full payment of earn-outs, the company is required to have sales of $13.9 million for the fiscal year, 2023.
CELLINK’s Board of Directors has resolved an issue in kind of the Consideration Shares today with the support of the authorization from the Annual General Meeting held on April 26, 2021. The Consideration Shares will be issued at a subscription price of SEK 357.60 determined by the closing price of CELLINK shares of series B on Nasdaq Stockholm on the last trading day prior to closing. The Consideration Shares will be covered by a lock-up undertaking for up to 36 months with partial releases after 3-24 months.
For further information, please contact:
Erik Gatenholm, CEO
Gusten Danielsson, CFO
Phone (Sweden): +46 70 991 86 04
Phone (US): +1 (857) 332 2138
This is information that CELLINK AB (publ) was submitted for publication, through the agency of the contact persons set out above, on May 20, 2021 at 08:00 (CEST).
Founded in 2016, CELLINK is the leading bioconvergence company in world that provides technologies, products, and services to create, understand and master biology. 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. CELLINK’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 1,700 publications. CELLINK is creating the future of medicine. CELLINK is listed on the Nasdaq the Stockholm under CLNK B. www.cellink.com/investors