Abzena, a U.K.-based life sciences company providing services and technologies to enable better biopharmaceutical products, has acquired PacificGMP, a privately held contract biopharmaceutical development and manufacturing company (CDMO) based in San Diego.
The acquisition of PacificGMP is in line with Abzena's strategy to expand its offering and provides the opportunity to capture more value through broader support for its partners' development projects and enables cross-selling of its services and technologies. The acquisition is expected to immediately enhance the earnings of the Group, before amortization of acquired intangible assets. In the 12 months to July 2015, PacificGMP generated revenues in accordance with the IFRS principles of $3 million (£1.9 million).
Abzena is acquiring the entire issued share capital of PacificGMP, including settlement of the non-trading liabilities of PacificGMP at completion, for a cash consideration of $7.7 million (£4.98 million), from existing cash resources, and warrants over 564,762 Abzena shares with an aggregate value of $0.7 million (approx. £0.5 million) based on the average price of Abzena shares over the 60 trading days prior to closing. The warrants represent 0.58% of the current issued share capital of Abzena and are exercisable for up to three years from issue at an exercise price of £0.80 per share.
A performance-based incentive scheme, which could provide up to a maximum of 5,129,939 Abzena ordinary shares (5.3% of the current issued share capital) to PacificGMP's executives and key managers, depending on the performance of the business over the next two years, has been established.
PacificGMP provides contract process development and manufacture of biopharmaceuticals, including monoclonal antibodies, recombinant proteins, vaccines, and gene therapy and cell therapy products, for a growing international customer base. PacificGMP was founded in 2005 and is a pioneer in the adoption of single-use manufacturing technology, which increasingly is being used to manufacture biopharmaceuticals. Its service offering includes process and analytical development, non-GMP and cGMP manufacturing, and regulatory support.
On completion of the acquisition, PacificGMP will operate as an integrated member of the Abzena group of companies, which includes Antitope and PolyTherics. Gary Pierce, CEO and General Counsel of PacificGMP, has become President, PacificGMP and Leigh Pierce, PacificGMP's President and CSO, has become Chief Technology Officer (Biomanufacturing), both reporting directly to John Burt, CEO of Abzena.
On completion of the acquisition, the non-executive directors of PacificGMP have resigned from the board and John Burt (CEO), Julian Smith (CFO) and Jim Mills (vice president, technical operations) have been appointed as directors of PacificGMP alongside Leigh Pierce and Gary Pierce. There are no changes to the board of directors of Abzena plc arising from this transaction
PacificGMP has executed a new lease agreement to expand the facility in San Diego from 14,000 to 23,400 sq. ft. to provide a total of five manufacturing clean room suites, as well as additional analytical and process development laboratories. PacificGMP has 37 employees, all based at PacificGMP's facility in San Diego.