EUROBIO SCIENTIFIC FINALIZES THE ACQUISITION OF GENDX,

EUROBIO SCIENTIFIC FINALIZES THE ACQUISITION OF GENDX,

INTERNATIONAL HLA DIAGNOSTICS SPECIALIST

•         Acceleration of strategic plan confirming its positioning as a pacesetter within the molecular diagnostics market
•        Acquisition of a 100% proprietary merchandise portfolio
•         New high-level R&D and bioinformatics groups
•         Products marketed in lots of international locations on a number of continents
•         Strong technological and business complementarities
•         Finalization of a €90 million financial institution mortgage

Paris, October 3, 2022 – 5:50 pm

Eurobio Scientific (FR0013240934, ALERS, PEA-PME eligible), a number one French group in in vitro medical diagnostics and life sciences, publicizes the acquisition on October 3, 2022 of 100% of the capital and voting rights of the Dutch firm Genome Diagnostics BV (GenDx) from its founder and its shareholders for an quantity of 135 million euros (web of adjusted money). The share buy settlement signed on August 17, 2022 was topic to the finalization of a €90 million financial institution mortgage, which was confirmed final Friday September 30 by the Group’s financial institution syndicate with LCL, BNP, Credit Agricole Ile de France, BRED and CIC. The acquisition worth was paid with the Group’s money, and partially with the €90 million financing. This acquisition will permit Eurobio Scientific to finish its business portfolio with a portfolio of 100% proprietary merchandise among the many most effective within the subject of HLA¹ diagnostics with a view to assess the compatibility between donors and recipients within the context of organ and marrow transplants. It can even strengthen its geographical footprint, primarily in Europe and the USA.

One of the world leaders in HLA typing for graft compatibility

Founded in 2005 in Utrecht, the Netherlands, GenDx specializes within the molecular diagnostics of transplants by HLA typing of organs or sufferers as a part of the analysis of compatibility between donors and recipients. Among others, it is among the pioneers of typing based mostly on genomic sequencing (SBT or Sequencing Based Typing) for which it presently affords high-resolution options based mostly on the newest NGS² applied sciences.

GenDx develops and markets a whole household of merchandise which incorporates:
–         reagents for performing HLA typing by sequencing;
–        software program for analyzing sequencing outcomes, custom-made for various sequencing strategies and platforms;
–         coaching modules, facilitating the adoption of its options by its clients.

The firm has greater than 80 workers, primarily based mostly within the Netherlands, together with a gross sales power current in Benelux, Germany and the USA. In 2021, GenDx generated €17 million in income, for €6.9 million in EBITDA. During the primary half of 2022, GenDx’s income is estimated at €11.2 million, for €5.4 million of EBITDA³.

An acquisition with sturdy potential for progress and worth creation

In 2021, transplantation diagnostics accounted for 23.8% of Eurobio Scientific Group’s (the “Group”) non-COVID income, i.e. 20 million euros. The acquisition of GenDx ought to allow the consolidation of the Group’s presence on this specialty and generate new worldwide improvement synergies.

The most important synergies linked to this acquisition are:
–        a powerful complementarity of transplantation actions: Eurobio Scientific is presently solely a distributor in France the place GenDx has no direct presence;
–        R&D complementarity: GenDx dietary supplements the Group’s scientific and technical experience with important know-how in HLA and NGS inside groups working in a middle of excellence in Utrecht;
–        GenDx’s technological advance within the digitization of diagnostics, by means of algorithms and software program developed by its bioinformatics specialists;
–        an extension of the worldwide business presence by the direct presence of GenDx within the Netherlands, Germany and North America the place it should complement the native capacities of Eurobio Scientific, and by its distributors in the remainder of Europe, Asia and the remainder of the world.

The valuation of this transaction is according to these of latest acquisitions involving related belongings within the subject of medical diagnostics. The varied synergies that had been recognized, can even be added to GenDx’s present worth. These synergies will primarily derive from the sturdy complementarity by way of R&D, the extension of the Group’s business presence and ensuing cross-sales, and extra usually the brand new dynamics originating from the combo of experience : business for Eurobio Scientific and scientific for GenDx.

Better entry to care and advances in medication are leading to a rising demand for transplants. However, that is hampered by the supply of organs to be transplanted. A exact and fast prognosis, making it attainable to extend the success charge of those surgical procedures, promotes a greater steadiness between provide and demand. The transplant diagnostics market is due to this fact rising quickly, and the technological and business energy of the brand new entity ensuing from the merger of Eurobio Scientific and GenDx, ought to make it a number one participant.

Denis Fortier, Deputy Managing Director and co-CEO of Eurobio Scientific, Chairman of EurobioNext, declares: “This operation is transformative for Eurobio Scientific and is fully in line with the development strategy that we have been successfully pursuing for several years and which is based on a direct presence in Europe and an increase in the share of proprietary products. The strong complementarity between our two groups should make it possible to increase the advance of our Group both technologically, geographically and commercially”.

Hervé Duchesne de Lamotte, Deputy Managing Director and CFO of Eurobio Scientific, adds: “This merger, which has the assist of our monetary companions, will permit Eurobio Scientific to considerably improve the share of proprietary merchandise in its turnover and due to this fact its profitability. The dimension of the financing related to this transaction additionally offers Eurobio Scientific the means to steadily pursue the event of the Group”.

“We are particularly proud of this acquisition of GenDx which will further strengthen the added value of Eurobio Scientific’s innovation. It is the fruit of historical relations between Denis Fortier and Wietse Mulder, two entrepreneurs who share the same vision of the development of their business. We are convinced that GenDx will play an important role in the development of Eurobio Scientific around NGS technology as well as on the two challenges of the future which are preventive medicine and smart health”, feedback Arthur Vigneras, Investment Director with NextStage AM.

Wietse Mulder, CEO and co-founder of GenDx, provides “For GenDx it was important to get closer to a group led by entrepreneurs. Eurobio Scientific, through its demonstrated agility during the COVID crisis and its complementarity with our activities, quickly appeared to us as the best partner to ensure the continued development of transplantation activities, while strengthening the technological base of our new Group. On a more personal note, I am delighted to join this new group and enable the creation of a leading player in the field of molecular diagnostics in Europe ”.

Cash and financial institution mortgage financing

The acquisition was financed partially by the Group’s personal money and partially by a mortgage from a syndicate bringing collectively the Group’s banks, LCL, BNP, Crédit Agricole Ile de France, BRED and CIC. The mortgage is for a complete quantity of 90 million euros. It can be amortized half-yearly over a interval of six years for 63 million euros, and can be repayable in fantastic on the finish of the seventh 12 months for 27 million euros. The rate of interest can be EURIBOR⁴ plus a margin various based on sure monetary ratios and ranging between 0.9 and 1.6% for the amortized tranche, and between 1.75 and a pair of.45% for the in fantastic tranche. A portion of this mortgage can be used to repay the excellent steadiness of the March 2020 syndicated mortgage, for about €4.5 million. During a three-year interval, Eurobio Scientific could develop the mortgage by €40 million, with a view to protect monetary sources activable for brand new investments or probably new acquisitions.

List of contributors within the transaction

Eurobio Scientific: Denis Fortier (Deputy Managing Director, co-CEO) and Hervé Duchesne de Lamotte (Deputy Managing Director, CFO), Jean-Michel Carle (President and CEO)
NextStage AM: Grégoire Sentilhes (Co-founder, Chairman and CEO), Arthur Vignéras (Investment Director) and Emilio Johnston (Associate)
M&A Buyside Advisor: Rothschild & Co. (Elena Coluccelli, Philippe de Montreynaud, Dimitrios Iroidis)
Legal Buyside Advisor, authorized and social DD: Jones Day (Floris Pierik, Renaud Bonnet, Maarten De Boorder)
Financial and monetary DD: Deloitte (Justin Hamers, Martijn Koedijk, Thomas Fischer)

Next monetary assembly
2022 Half-year outcomes: October 11, 2022, earlier than market opens

1 Human Leucocyte Antigen
2 Next Generation Sequencing
3 Non audited
4 Euro InterBank Offered Rate, the common rate of interest at which quite a few main European banks lend funds to one another. Currently the 6-month EURIBOR is near 0.7%.

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