SYGNIS AG / Key word(s): Capital Increase
19-March-2018 / 19:58 CET/CEST
Ad hoc release according to article 17 MAR
SYGNIS AG to raise capital via a private placement of new shares to acquire TGR Biosciences
Heidelberg, Germany and Cambridge, UK, 19 March 2018 – SYGNIS AG (Frankfurt: LIO1; ISIN: DE000A1RFM03; Prime Standard), today announced the launch of a private placement of up to 4.74 million new shares to institutional investors in Europe. The price per share is set to EUR 1.40, based on a weighted average XETRA closing price of the Sygnis AG shares of the last ten trading days. The new shares will be issued excluding pre-emptive rights. Book building will commence immediately. It is anticipated that books will close tomorrow, although the bookrunners reserve the right to close the books at any time.
SYGNIS plans to use the proceeds from the transaction for the acquisition of an Australian research reagents company, TGR Biosciences (“Target”). The Target offers a strong complementary technology portfolio, with patented best-in-class technology in protein capture. In addition, the Target provides a Blue-Chip OEM customer base.
SYGNIS AG has reached agreement with the current majority shareholders of the target company, representing 78% of the total voting rights. The acquisition of the Target was priced at a value of EUR 10.4 million. This comprises EUR 6.5 million cash payment due upon closing, EUR 1.3 million cash payment due one year after completion, and a performance related earnout of up to AUD 3 million after 1 and 2 years or (fully or partial instead of a cash earn out) a convertible bond with a nominal amount of up to AUD 5 million convertible in shares at a price of 1.50; the target has cash balances of EUR 0.65 million. Minority investors of the Target will be invited to join the transaction by latest March 28 at the set valuation.
The Target company is profitable and was growing with a 3-year revenue CAGR of 23%. At closing of the deal, trailing 12-month sales of the Target is expected to amount to about EUR 3.6 million, with an EBITDA of approximately 40%, generating an operating cash flow of EUR 1.3 million.
The combined companies will benefit from increased sales through direct sales channels, cross selling synergies with existing customer bases and will leverage SYGNIS’ marketing capabilities. As part of the ‘Grow, buy and build strategy’, the Target with its strongly complementary technology and complementary R&D facilities will be fully integrated into the SYGNIS Group and will trade its products under the Expedeon brand. The acquisition will increase SYGNIS’ business scale and will drive future cash generation and strengthen EBITDA of the combined entity.
MC Services AG, KSAM and GBC Kapital GmbH are acting as joint bookrunners.
*** end of ad hoc announcement ***
For further information, please contact:
MC Services AG (Investor Relations and International Media Relations)
About SYGNIS AG: www.sygnis.com
### 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. A decision to invest in the securities of SYGNIS AG should only be made on the basis of the securities prospectus detailing the public offering of securities of SYGNIS AG in the Federal Republic of Germany, which, subject to the approval of the German Federal Financial Supervisory Authority (BaFin) is anticipated to be published under www.sygnis.com/investors. 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 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 securities 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 ad hoc announcement, 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 uncertainties 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 light of new information or future results or for any other reason. ###
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|End of Announcement||DGAP News Service|