Ad hoc announcement according to § 17 MAR
NOT FOR DISTRIBUTION, PUBLICATION, OR TRANSMISSION IN THE USA, CANADA, JAPAN AND AUSTRALIA SYGNIS AG plans to acquire profitable Innova Biosciences Ltd. for EUR 8 million in cash and up to 3.5 million shares
· Acquisition strengthens portfolio with best-selling labelling technology Lightning Link(R)
· Combined 2017 pro-forma revenues expected to exceed EUR 10 million
· Two million shares to be offered to Innova shareholders as contribution in kind in exchange for Innova shares (plus further up to 1.5 million shares as part of an earn out)
· Two million shares to be offered to Innova shareholders as contribution in kind in exchange for Innova shares
Madrid, Spain and Heidelberg, Germany, 8 May, 2017 – SYGNIS AG (Frankfurt: LIO1; ISIN: DE000A1RFM03; Prime Standard) today 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.
**** End of ad hoc announcement ****
For further information, please contact:
MC Services AG
Phone: +49 89 210228 0
About SYGNIS AG: www.sygnis.com
SYGNIS AG specializes in the development and commercialization of proprietary technologies and offers a wide range of commercial products addressing key challenges in molecular biology. With the 2016 acquisition of Expedeon Holdings, Ltd. based in the UK, SYGNIS added a complementary proteomics product portfolio. Resulting from this significant expansion, SYGNIS’ product portfolio now covers the entire workflow of molecular biology. In addition, SYGNIS acquired the profitable U.S.-based life sciences tools company C.B.S. Scientific in December 2016 to further expand its product offering. The products of SYGNIS Group are sold through a direct sales force and several distribution partners in Europe, the U.S. and Asia. SYGNIS AG has offices in Germany, Spain and the UK, production sites in the UK and the U.S. as well as sales offices in Asia. The company is listed on the Prime Standard segment of the Frankfurt Stock Exchange (Ticker: LIO1; ISIN: DE000A1RFM03).
About Innova Biosciences Ltd.: www.innovabiosciences.com
Innova Biosciences are world leading experts in easy-to-use, cutting-edge bioconjugation technologies and services. The Company has the flexibility to support scientists from academia through to commercial manufacturing, developing and supplying reagent products to make science easier, both off-the shelf and to customer specification. The product portfolio is based on antibody and protein labeling, nanoparticle, oligonucleotide labeling, and phosphate detection enzyme assay technologies. All product ranges are of the highest quality and are designed to streamline R&D and manufacturing processes, whilst also reducing overall project costs by cutting costs associated with e.g. material waste, in-house equipment, and staff time, providing increased return on investment compared to traditional methods. The portfolio includes the Lightning-Link(R), InnovaCoat(R) and Thunder-Link(R) brands, is available to research laboratories, pharmaceutical, biotechnology and diagnostic companies worldwide.
### This document is not a securities prospectus and the information contained herein does not constitute an offer to sell or a solicitation of an offer to purchase any securities of SYGNIS AG in the Federal Republic of Germany nor under any other jurisdiction, in particular not where such kind of offer or solicitation is prohibited or lacks the required permission. Potential investors in securities of SYGNIS AG are asked to familiarize themselves with and to observe the respective restrictions.
The information in this document may not be disseminated outside the Federal Republic of Germany in particular not in the United States, to U.S. Persons (as defined in regulation S of the U.S. Securities Act of 1933) or to publications with a general circulation in the United States with the exception of a such disclosures or announcements outside the Federal Republic of Germany which have to be made under the respective mandatory law. Any person who fails to comply with these restrictions may violate the security laws of certain jurisdictions, in particular of the United States. Securities in SYGNIS AG are not publicly offered outside the Federal Republic of Germany.
Some statements included in this press release, relating neither to proven financial results nor other historical data, should be viewed as forward-looking, i.e. not definite. Such statements are mainly predictions of future results, trends, plans or goals. These statements should not be considered to be total guarantees since given their very nature they are subject to known and unknown risks and imponderability and can be affected by other factors as a consequence of which the actual results, plans and goals of SYGNIS AG may deviate greatly from the established conclusions or implied predictions contained in such statements. SYGNIS does not undertake to publicly update or revise these statements in the light of new information or future results or for any other reason. ###
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