SYGNIS AG plans to acquire Innova Biosciences Ltd.
SYGNIS AG entered into an agreement to acquire Innova Biosciences Ltd., a privately held UK-based bioconjugates company. Innova develops, manufactures and commercializes labelling reagents that are marketed worldwide by its direct salesforce as well as through a well-established distribution network. The purchase price consists of a cash payment of EUR 8 million, 2 million shares of SYGNIS AG to be issued by way of a capital increase against contribution in kind as well as up to a further 1.5 million shares which will be issued through a mandatory convertible bond if certain turnover targets are met within a period of two years.
To finance the transaction, the Management Board of SYGNIS AG has resolved, with the approval of the Supervisory Board, to:
- increase the Company’s share capital by up to EUR 3,582,598.00 from EUR 37,617,291.00 to EUR 41,199,889.00 by issuing up to 3,582,598 shares by way of a rights offering with the opportunity to oversubscribe. Shareholders may subscribe to the new shares during the rights offering subscription period, which is expected to begin on May 10, 2017 at 00:00 midnight CET and end on May 30, 2017 at 12:00 noon CET. The subscription price has been set at EUR 1.38 per share. Any new shares not subscribed by SYGNIS shareholders will be offered to select qualified investors in a private placement.
- undertake a private placement from its authorized capital of up to 10% of the registered share capital with exclusion of shareholders’ pre-emptive rights at a price level depending on the share price at the point in time when the additional capital increase is resolved.
In addition to financing the EUR 8 million cash purchase price for INNOVA, the expected total proceeds from the capital increases of up to EUR 10 million will be used for one-off transaction and integration costs, as well as to finance working capital.
The acquisition of Innova Biosciences and their labeling technology adds a complementary portfolio to the SYGNIS genomics and proteomics workflow. The ability to label molecules for detection, purification or quantification is a common challenge in modern molecular biology that will enable SYGNIS to provide an improved customer offering.
Other news from the department business & finance
