NASHVILLE, Tenn., Aug. 25, 2020 /PRNewswire/ -- Cryoport, Inc.
(NASDAQ: CYRX) ("Cryoport" or the "Company"), a global leader in
temperature-controlled supply chain solutions for the life sciences
industry, today announced it has signed an agreement to acquire MVE
Biological Solutions ("MVE"), a global leader in manufactured
vacuum insulated products and cryogenic freezer systems for the
life sciences industry, from Chart Industries, Inc. (NASDAQ: GTLS).
This acquisition is a further step in Cryoport fulfilling its
mission of being "the life sciences industry's preeminent partner
for temperature-controlled supply chain solutions" by broadening
its footprint of solutions and services to the life sciences
industry, and in particular to the fast-growing cell and gene
market. With the acquisitions of MVE, CryoPDP and Cryogene,
Cryoport will provide fully integrated, end-to-end supply chain
solutions to cell and gene therapy clients as well as the broader
life sciences industry.
As a Cryoport company, MVE will expand Cryoport's role in the
cell and gene therapy supply chain ecosystem, a business that is
forecasted to grow 30% to 40% per year, and further enhance
Cryoport's position as a leading player in the supply of cryogenic
solutions for the life sciences industry. Under the agreement,
Cryoport will acquire MVE in an all cash transaction valued at
$320 million. Closing is expected by
the end of the year, subject to regulatory approval and customary
closing conditions, MVE's revenue for 2019 was approximately
$83.7 million and it is expected to
be immediately accretive.
Blackstone Investment and Financing
To fund the acquisition, Cryoport is receiving a $275 million investment from funds managed by
Blackstone Tactical Opportunities (NYSE: BX) ("Blackstone"). Under
the terms of its investment, Blackstone will purchase $250 million of a newly designated Perpetual 4%
Series C Convertible Preferred stock of the Company, with a
purchase price of $1,000 per share,
and $25 million ofcommon stock of the
Company. The remainder of the purchase price for the MVE
acquisition will be paid from the Company's cash balance. The
preferred stock will be convertible into shares of Cryoport's
common stock at a conversion price of $38.6152 per share, representing a premium of 15%
to Cryoport's 30 trading day volume-weighted average price (VWAP)
as of August 20th, 2020 prior to the
announcement of the CRYOPDP acquisition and the $25 million of common stock will be sold at a
price of $37.0076 per share.
Blackstone's investment is subject to the closing of the
acquisition of MVE and other customary closing conditions. In
conjunction with Blackstone's investment in Cryoport, Cryoport will
appoint Ram Jagannath, Senior Managing Director and Global Head of
Healthcare for Blackstone Growth and Tactical Opportunities, to its
Board of Directors upon the closing of the transaction. Additional
information regarding the MVE acquisition and the Blackstone
investment will be included in a Form 8-K to be filed by Cryoport
with the Securities and Exchange Commission.
Strategic Rationale and Value Creation
Headquartered in Ball Ground,
Georgia, USA, MVE provides cryogenic storage and
transportation solutions for the life sciences industry through its
advanced line of stainless steel freezers, aluminum dewars and
related ancillary equipment used in the storage and transport of
life sciences commodities, which includes the rapidly growing cell
and gene therapies business. With over 226 dedicated
employees and three primary facilities, in the states of
Georgia and Minnesota and Cheng-du, China, MVE serves over 300 primary
customers.
This transaction represents a hallmark event with two supporting
life science leaders, Cryoport and MVE Biological Solutions, coming
together to further de-risk processes for the life sciences
industry at a time when these services are poised for exponential
growth. Furthermore, it is the continuation of Cryoport's drive in
further developing the highest quality, most reliable and
comprehensive temperature-controlled supply chain company
supporting the life sciences industry. Cryoport, with the addition
of MVE will deliver a unique combination of passionate teams with
outstanding industry knowledge; industry-leading global client
coverage; advanced temperature controlled engineering capabilities;
and unparalleled temperature-controlled supply change
innovation.
Jerrell Shelton, CEO of Cryoport,
said, "The acquisition of MVE Biological Solutions represents an
important step in carrying out Cryoport's mission. It further
entrenches us in the cell and gene therapy supply chain ecosystem
at a time when cell and gene therapies are experiencing rapid and
sustained growth, and with an even more exciting growth story
ahead. Bringing MVE Biological Solutions under the Cryoport
umbrella, which will include Cryoport Systems, Cryogene, and the
recently announced agreement to acquire CRYOPDP is expected to
increase our revenue run rate to over $160
million and to be immediately accretive.
"Both companies serve sophisticated life sciences clients, and
having these two life sciences supporting leaders working together
will amplify the high quality and reliability their respective
customers have come to rely on. The agreement to acquire MVE
follows on the heels of our agreement to acquire CRYOPDP, a
France-based specialty
temperature-controlled life sciences logistics company. This
marks an exciting time in our growth as we become a larger and more
comprehensive global player in supporting the fast growing cell and
gene therapy industry and the life sciences industry, at large,
with the most advanced and reliable temperature-controlled supply
chain solutions in the world."
Ram Jagannath, Senior Managing Director of Blackstone, said,
"Life sciences and logistics are two of Blackstone's
highest-conviction investment areas and we're excited to back an
industry-leader at the cross-section of these fast-growing sectors.
Together, Cryoport and MVE Biological Solutions offer a unique
combination of industry knowledge, client coverage, engineering and
innovation. Through Cryoport's acquisition, we believe MVE
Biological Solutions will deliver strong growth as the demand for
its solutions from cell and gene therapy customers continues to
increase. This acquisition provides multiple value creation
opportunities for Cryoport and MVE Biological Solutions that offer
additional revenue growth upside, including the development of new
product innovations, opportunities to grow with key distributors in
the U.S., and the opportunity to increase direct customer sales and
distributor relationships globally. This strategic acquisition
allows Cryoport to continue to increase services for cell and gene
therapy customers, providing mission-critical solutions helping
improve patient outcomes and save lives."
Advisors
Morgan Stanley & Co. LLC is acting as exclusive financial
advisor to Cryoport and Latham & Watkins LLP is acting as
its legal advisor. Goldman, Sachs & Co. is acting as exclusive
financial advisor to Blackstone and Simpson Thacher & Bartlett
LLP is acting as its legal advisor.
Conference Call
Cryoport management will host a conference call and webcast,
including a slide deck, at 8:30am ET on Tuesday, August 25, 2020 to discuss the
acquisition.
Conference Call Information
Date:
|
Tuesday, August 25,
2020
|
Time:
|
8:30 a.m.
ET
|
Dial-in
numbers:
|
+1 -855-327-6837
(U.S.), +1 631-891-4304 (International)
|
Confirmation
code:
|
Request the "Cryoport
Shareholder Call"
|
Webcast and
slides:
|
'Investor Relations'
section at www.cryoport.com or at this link. Please allow 10
minutes prior to the call to visit this site to download and
install any necessary audio software.
|
The call will be recorded and available approximately three
hours after completion of the live event on the Investor Relations
section of the Company's website at www.cryoport.com for a
limited time. To access the replay of the webcast, please follow
this link. A dial-in replay of the call will also be available, to
those interested, until September 1,
2020. To access the replay, dial +1 844-512-2921
(United States) or +1 412-317-6671
(International) and enter replay pin number: 10010868.
About Cryoport, Inc.
Cryoport, Inc. (Nasdaq: CYRX) is redefining temperature
controlled supply chain support for the life sciences industry by
providing a broad platform of temperature-controlled supply chain
solutions, serving the Biopharma, Reproductive Medicine, and Animal
Health markets. Our mission is to support life and health on
earth by providing reliable and comprehensive solutions for the
life sciences industry through our advanced technologies, global
supply chain network and dedicated scientists, technicians and
supporting team of professionals. Through our purpose-built,
proprietary Cryoport Express® Shippers;
Cryoportal® information technology; validated Global
Logistics Centers; smart and sustainable temperature-controlled
logistics solutions; and biostorage/biobanking services, Cryoport
serves clients in life sciences research, clinical trials, and
product commercializations. We support life-saving advanced cell
and gene therapies and deliver vaccines, protein producing
materials, and IVF materials in over 100 countries around the
world. For more information, visit www.cryoport.com or follow
@cryoport on Twitter at www.twitter.com/cryoport for live
updates.
About Blackstone and Blackstone Tactical
Opportunities
Blackstone is one of the world's leading investment firms. We
seek to create positive economic impact and long-term value for our
investors, the companies we invest in, and the communities in which
we work. We do this by using extraordinary people and flexible
capital to help companies solve problems. Our asset management
businesses, with $564 billion in
assets under management, include investment vehicles focused on
private equity, real estate, public debt and equity, growth equity,
opportunistic, non-investment grade credit, real assets and
secondary funds, all on a global basis.
Blackstone Tactical Opportunities is Blackstone's opportunistic
investment platform. This team invests globally across asset
classes, industries and geographies, seeking to identify and
execute on attractive, differentiated investment opportunities. As
part of the strategy, the team leverages the intellectual capital
across Blackstone's various businesses while continuously
optimizing its approach in the face of ever-changing market
conditions. Further information is available at
www.blackstone.com. Follow Blackstone on Twitter @Blackstone.
Forward-Looking Statements
Statements in this news release which are not purely historical,
including statements regarding Cryoport's intentions, hopes,
beliefs, expectations, representations, projections, plans or
predictions of the future are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Words or phrases such as "believe," "may," "could," "will,"
"estimate," "continue," "anticipate," "intend," "seek," "plan,"
"expect," "should," "would" or similar expressions are intended to
identify forward-looking statements. Forward-looking statements are
based on current beliefs and assumptions that are subject to risks
and uncertainties.
These forward-looking statements include, but are not limited
to, statements concerning closing of the MVE acquisition and the
related Blackstone investment, the potential benefit of Cryoport's
acquisition of MVE and the estimated or anticipated future
business, performance and results of operations following the
transaction. It is important to note that Cryoport's actual
results could differ materially from those in any such
forward-looking statements. Factors that could cause actual results
to differ materially include, but are not limited to, (1) the
conditions to the closing of the MVE acquisition or the Blackstone
investment may not be satisfied; (2) the MVE acquisition or the
Blackstone investment may involve unexpected costs, liabilities or
delays; (3) the business of the Company may suffer as a result of
uncertainty surrounding the MVE acquisition or the Blackstone
investment; (4) the occurrence of any event, change or other
circumstances that could give rise to the termination of the MVE
purchase agreement or the Blackstone investment agreement; (5)
risks and uncertainties associated with the effect of changing
economic conditions, (6) trends in the products markets, (7)
variations in Cryoport's cash flow, (8) market acceptance risks,
(9) technical development risks and (10) other risks to the
consummation of the MVE acquisition or the Blackstone investment,
including the risk that the MVE acquisition or the Blackstone
investment will not be consummated within the expected time period
or at all. Cryoport's business could be affected by a number of
other factors, including the risk factors listed from time to time
in Cryoport's SEC reports including, but not limited to, Cryoport's
10-K for the year ended December 31,
2019, Cryoport's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2020 and any
subsequent filings with the SEC. Cryoport cautions investors
not to place undue reliance on the forward-looking statements
contained in this press release, which speak only as of the date of
this press release. Except as required by law, Cryoport disclaims
any obligation, and does not undertake, to update or revise any
forward-looking statements in this press release.
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SOURCE Cryoport, Inc.