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The transaction in brief
- Scienion is a life science company focusing on precision dispensing technologies. Scienion was founded in 2001 and has since become a leading actor in the pico and nano liter dispensing market including single cell dispensing.
- The total purchase price for 100 percent of Scienion’s shares on cash- and debt-free basis amounts to 80M euros, 40M euros will be paid in cash and 40M euros will be paid by newly issued CELLINK shares of series B at a price of 146.6 SEK per share, translating to 2,814,032 shares and corresponding to approximately 4.9 percent of the votes and approximately 6.5 percent of the share capital in CELLINK.
- Through Scienion’s complementary technology offering, CELLINK sees great synergies that will support future growth. Scienion’s revenue reached 21.5M euros during 2019 with an EBITDA margin of 23.6 percent and a 3-year revenue CAGR of 34 percent. Due to the Covid-19 pandemic, while pro-forma revenue growth is expected for 2020, Scienion’s growth rate is likely to be temporarily and negatively impacted compared to 2019. However, a large portion of the existing common customer base is directly or indirectly government backed (universities, research groups), mitigating the impact of the Covid-19 pandemic.
- The Acquisition is in line with CELLINK’s commercial strategy, strengthening CELLINK’s product offering and brings the group closer to the patient through products used in diagnostics on humans. The Acquisition will support future growth into industrial and clinical applications.
- The Acquisition’s completion and the transfer of Scienion’s shares is expected to take place by the end of August 2020, provided that all conditions for completion are met.
- Scienion will remain under current entity and management post-transaction.
- Scienion will be consolidated in CELLINK’s financial statements for approximately 3 days during CELLINK’s fourth quarter 2019/2020.
- CELLINK’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 December 18, 2019.
“We are excited to welcome Scienion to the CELLINK family of life science companies with this strategic and synergistic acquisition. With this acquisition, we are further realizing CELLINK’s vision to create the future of medicine by taking one step closer to the clinic and improving health around the world. Scienion has diligently built a globally leading position in the field of precision dispensing, creating a product portfolio with industrial systems that are capable of extremely precise dispensing of reagents and human cells. Many of these systems are today being used for the manufacturing of clinically approved devices used by patients around the globe. We are furthering CELLINK’ s global commercial strategy by focusing on the patient by providing the most innovative solutions to our customers. With Scienion’s revolutionary technology platforms we will streamline workflows for our present and future customers, and enhance our presence in the clinical field, a strategy that is well aligned with our long term vision. Together with Dispendix, cytena, and Scienion, we will be well positioned to offer comprehensive solutions for academic, pharmaceutical, and clinical customers worldwide.”
Erik Gatenholm, CEO, CELLINK
“We are thrilled about the unique opportunities this combination will create for our customers worldwide, as well as our employees and business partners. Together, the CELLINK group and Scienion will be able to achieve rapid expansion while delivering the quality, brands and products that our customers love. Together we will have some of the most respected, recognized and storied brands in the global life science industry, and together we will create an even brighter future.”
Dr. Holger Eickhoff, CEO, Scienion
About Scienion
Scienion is a life science company focusing on precision dispensing technologies. Scienion was founded in 2001 and has since become a leading actor in the pico and nano liter dispensing market, including single cell dispensing. Scienion develops and manufactures technologies enabling precision dispensing for applications such as Biosensors POC used for diabetes monitoring, Micro and Nano arrays, Diagnostics, compound handling and high throughput single cell genomics. Its instruments, consumables, and contract manufacturing services are produced and offered in Germany and are marketed and delivered worldwide. Read more at: https://www.scienion.com/ and https://www.cellenion.com/.
Background and motivation for the Acquisition
Through this strategic Acquisition, CELLINK expands its technology portfolio, supporting further expansion into the pharmaceutical industry and therapeutic field. With this Acquisition CELLINK will be able to cater for processes from early R&D to standardized high throughput production. The complimentary product portfolio will together with the current offering position CELLINK as a market leader in precision dispensing, single cell handling and Bioprinting. Scienion’s business model resembles CELLINK with a consumable focus driven by innovative instrumentation. Scienion’s products are most suitable for diagnostics and pharmaceutical companies, an area and market which CELLINK is exp anding further into. With this Acquisition, CELLINK aims to increase market penetration in the pharmaceutical field and meeting the diagnostics field.
Scienion’s product range offers picoliter dispensing and enables complete manufacturing workflows, being an ideal partner to scale from R&D to manufacturing. The companies’ synergies enable greater market opportunities for CELLINK’s and Scienion’s product portfolio and global sales forces. The products are well suited to be sold together with CELLINK’s existing customer base. Scienion will remain under current entity and management post transaction.
Purchase price and financing of the acquisition and lock up period
The total purchase price of 100 percent of Scienion’s shares on cash and debt free basis amounts to 80M euros, 40M euros will be paid in cash and 40M euros will be paid by the issue of the 2,814,032 Consideration Shares at closing The Consideration Shares will be covered by lock up agreements with partial release every 6 months after an initial 12 month period. The total lock up period for the sellers is between 30 and 36 months.
Issue of Consideration Shares
CELLINK’s Board of Directors will resolve to issue the Consideration Shares in accordance with the authorization from the annual general meeting held on Decem ber 18 2019. The Consideration Shares represent approximately 4,9 percent and approximately 6.5 percent of the total number of shares and votes in CELLINK respectively, on a fully diluted basis. By issuing the Consideration
Shares, the number of shares and votes increase by 2,814,032 (divided among 1,500,000 shares of series A and 44,188,808 shares of series B The share capital increases by approximately SEK 70,350.8 from approximately SEK 1,071,896.4 to approximately SEK 1,142,220.2
The Consideration Shares are issued at a price of SEK 146.6 per share which equals the 90 day volume weighted average price of CELLINK shares of series B on Nasdaq Stockholm up to and including August 18, 2020 and using the FX rate EUR /SEK of 10,31 per August 18, 2020.
Closing
The Acquisition’s completion and the transfer of Scienion’s shares is expected to take place by the end of August 2020 provided that all conditions for completion are met.
Advisors
Hengeler Mueller and Advokatfirman Vinge act as legal advisors to CELLINK in connection with the Acquisition.
For further information, please contact:
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Erik Gatenholm, CEO |
Gusten Danielsson, CFO
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This is information that CELLINK 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 August 19, 2020 at 17:30 CEST.
About CELLINK
CELLINK is a global life science company providing technologies, products, and services to create, understand, and master cell and molecular biology, with a focus on three main application areas: bioprinting, analysis, and liquid handling & bioprocessing. The company develops and markets innovative cell culture technologies, enabling researchers in the life sciences to print human organs and tissues for pharmaceutical and cosmetic applications. Founded in 2016, CELLINK’s products have been adopted by re searchers and scientists in more than 1,000 laboratories with more than 100 publication citations, the majority of the largest pharmaceutical companies and has been delivered to more than 55 countries around the world. The company’s vision is to create the future of medicine.
Visit www.cellink.com to learn more. CELLINK is listed on Nasdaq Stockholm Main Market under CLNK B.
Press Release
Berlin, Germany, Lyon, France, and Seattle, WA, USA, June 22, 2020: SCIENION AG and RareCyte Inc. today announced that cellenONE® proved to be a most appropriate device for accurate single-cell dispensing of low numbers of model circulating tumor cells (CTCs) in oncology applications. RareCyte uses the versatile technology of SCIENION’s French subsidiary Cellenion for precise and reproducible dosing of a predefined number of targeted CTCs into blood samples.
Circulating tumor cells (CTCs) are the origin of distant cancer metastases and the ability to enumerate and analyze these cells has a great potential for diagnostic, prognostic and theragnostic applications in oncology. However, CTCs are very rare with only 1 CTC out of ten billion blood cells in a typical blood sample. To study these elusive cells, RareCyte has developed a proprietary sample preparation and analysis platform designed to count and analyze multiple biomarkers on CTCs. As part of analytical validation of enumeration accuracy, it is critical to generate surrogate blood samples with known numbers of model CTCs (mCTCs) at levels near the limit of detection for the assay. These studies require an accurate and precise number of spike-in samples performed in a reproducible manner which is not possible by either serial dilution or flow cytometry approaches.
For accuracy and precision studies, RareCyte uses the CellenONE® single-cell isolation and dispensing technology which is best known for its use in single-cell analysis applications and cell line development. A customized sample deck was implemented into the cellenONE to accommodate both standard and RareCyte’s proprietary Blood Collection Tubes (AccuCyte®) as well as microscope slides. Using automated cell image recognition, this technology ensures that every droplet dispensed into blood tubes always contains only one cell.
Tad George, SVP of Biology R&D at RareCyte, stated: “cellenONE is a versatile tool for high accuracy single cell deposition with nearly limitless substrate options. We are happy to utilize it for critical validation samples that require quantification of low count spike-in and recovery.” RareCyte’s liquid biopsy platform enables monitoring of circulating tumor cell count and biomarker expression, custom assay and companion diagnostics development, and the examination of cancer mutations in single CTCs.
Holger Eickhoff, CEO of SCIENION AG and Cellenion, stated: “RareCyte has developed a groundbreaking platform for next-generation analysis of circulating tumor cells. I am sure that liquid biopsies will considerably contribute to better diagnostics, treatment decisions and therapy monitoring in oncology. And of course, we are proud that our cellenONE single-cell dispenser has become an integral component of RareCyte’s validation process.”
For more information see the joint application note of RareCyte and Cellenion.
About RareCyte, Inc.
RareCyte offers Precision Biology solutions focused on multiplexed analysis of cells and tissue with applications in both research and clinical diagnostics. The company has deep experience in developing advanced precision life science systems used in cutting-edge labs worldwide. Our customers perform innovative research, bring new therapeutics to market, and perform a wide range of single cell applications in oncology and disease research.
Contact
RareCyte, Inc.
2601 Fourth Avenue
Seattle 98121
Phone 1-855-727-3298
[email protected]
www.rarecyte.com
About SCIENION
SCIENION offers complete solutions for precise liquid dispensing applications enabling high throughput production of multiparameter assays in diagnostics, and life and material sciences. Addressing the dynamically increasing needs for miniaturization and multiplex analyses, SCIENION offers a unique technology portfolio that has been continuously expanded for almost 20 years. SCIENION provides flexible solutions for research and development, wherein solutions for production purposes are customized. Systems and software are characterized by their versatility, precision and robustness. The company is a renowned specialist for ultra-low volume liquid handling, particularly for the handling of precious and sensitive compounds of biological or chemical origin. SCIENION’s dispensers allow for contact-free and precise drop spotting in the pico-liter to micro-liter range and are optimally suited for microarray based analytics – such as for tests with DNA, oligonucleotides, peptides, proteins, antibodies, glycans or for dispensing cells onto various substrates. The company operates from two sites in Germany, Dortmund and Berlin, and has subsidiaries in Arizona, USA, Lyon, France and Chichester, UK.
PR Contact
SCIENION AG
Almut Gebhard
Phone +49 (0)30 – 6120 1081
Mobile +49 (0)174 3017754
Email [email protected]
www.scienion.com
About Cellenion
Cellenion offers solutions and technologies for controlled cell dispensing with applications in the fields of bioprinting and single-cell isolation. Cellenion has developed cellenONE®, a unique single-cell isolation and dispensing technology. It allows high throughput automated dispensing of individual cells from cell suspensions onto any substrates of choice. With no dead volumes and outstanding recovery rates, this platform offers unique capacities for single-cell isolation from small biopsies and other clinical samples. Cellenion operates from Lyon, France. The company is a subsidiary of SCIENION AG and its cellenONE® single-cell dispensers are sold by SCIENION worldwide.
Contact
Cellenion SASU
Dr. Guilhem Tourniaire
60 Avenue Rockefeller
Bioparc Laennec
F-69008 Lyon
Phone: +33 (0)9 86 48 70 70
E-mail: [email protected]
www.cellenion.com