Victoria, British Columbia, Canada, March 16, 2018 – IMMUNOPRECISE ANTIBODIES LTD. (the “Company” or “ImmunoPrecise”) (TSX VENTURE: IPA)(OTC PINK: IPATF) is pleased to announce that it has entered into the definitive share purchase agreement (the “Definitive Agreement”) to acquire all of the issued and outstanding shares of ModiQuest Research B.V. (“ModiQuest“) and Immulease B.V. (“Immulease”).
Terms of Acquisition
Under the Definitive Agreement, Immunoprecise has agreed to acquire all of the issued and outstanding shares of ModiQuest and Immulease and, in consideration of which, Immunoprecise will pay a total of €7,000,000 (C$10,570,000) (the “Purchase Price”), of which (A) €5,000,000 (C$8,050,000) will be paid on closing using a combination of €2,500,000 (C$4,025,000) in cash and 6,600,399 shares of Immunoprecise, and (B) an additional €2,000,000 (C$3,220,000) will be paid over a three year period after closing (the “Deferred Payments”). The Deferred Payments will be payable in three equal installments of cash and equity totaling €666,666 (C$1,073,332) 60 days after ModiQuest’s next three fiscal year ends following closing of the transaction. The Deferred Payments will be prorated if ModiQuest’s annual EBITDA fails to equal the average annual EBITDA for the previous two years.
Closing of the acquisition is subject to TSX Venture Exchange final acceptance of the transaction and satisfaction of the conditions set forth in the Definitive Agreement.
Immunoprecise also announces it will complete a debenture (the “Debentures”) financing in the principal amount of up to CAD $4,100,000 (the “Offering”). The Debentures will be unsecured, bear interest at a rate of 10% per annum, payable semi-annually, and be due eighteen months from the date of issue. Further, the Debentures will not be convertible into common shares of Immunoprecise.
Under the Offering, a holder of a Debenture will receive 37,500 detachable share purchase warrants (the “Warrants”) for every $25,000 of Debentures subscribed for by the holder. The Warrants will be exercisable at $0.70 per share for a period of four years from the date of issue.
The proceeds of the Offering will be used for working capital purposes and the acquisition of ModiQuest. The Offering is subject to acceptance of the TSX Venture Exchange.
About ImmunoPrecise Antibodies Ltd.
Immunoprecise, is a full-service, therapeutic antibody discovery company focused on the next generation of antibody discovery, to deliver the most therapeutically-relevant antibodies, in a shorter period of time, with the highest probability of clinical success.
Immunoprecise offers highly customizable therapeutic antibody programs and is a preferred CRO for Ligand Pharmaceutical’s OmniAb transgenic animal platform. The services offered to customers include a wide range of therapeutically-relevant immunization strategies, including protein, cell-based and genetic immunization methods, against diverse families of therapeutic targets.
Immunoprecise continues to offer a wide range of complementary services including our rabbit monoclonal antibody technology (RMAT), polyclonal antibodies, recombinant protein and antibody expression and purification, diagnostic and tool antibody generation, as well as cryopreservation services for the storage of valuable biological materials including hybridoma clones, plasmid constructs, and cell lines.
Immunoprecise operates from state-of-the-art facilities located at the Vancouver Island Technology Park in Victoria, British Columbia, which house its tissue culture and molecular laboratories as well as an animal care unit. It is a member of the Canadian Council for Animal Care and operates in association with U-Protein Express B.V., its subsidiary laboratory in the Life Science Incubator, Utrecht Science Park, Utrecht, the Netherlands.
Immunoprecise employs a highly experienced group of R&D scientists. Over the last 25 years, investments in innovative and proprietary technologies and methods have vastly improved the speed and efficiency of antibody discovery and testing.
For further information please contact:
ImmunoPrecise Antibodies Ltd.
3204-4464 Markham Street.
Victoria, BC V8Z 7X8
For investor relations please contact:
Contact Financial Corp.
1450 – 701 West Georgia St.
Vancouver, BC V7Y 1G5
Forward Looking Information
This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to the Company’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause the Company’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, the Company closing its acquisition of ModiQuest, and such risks and uncertainties described in the Company’s Filing Statement dated December 13, 2017 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, the Company undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.