Enzymatica has signed an
agreement to acquire Icelandic company Zymetech via a non-cash
issue. This acquisition gives Enzymatica international exclusive
rights to a patent-protected enzyme, a key ingredient in ColdZyme®
Mouth Spray, as well as control over production of the enzyme,
access to international research and development expertise and
Zymetech's portfolio. The capital contributed by the subsequent
cash issues will enable a stronger focus on commercial investments
and international geographic expansion.
Enzymatica AB (publ) ("Enzymatica") has signed an
agreement to acquire 99.5 percent of the shares of Zymetech ehf.
The purchase price consists of approximately 20,9 million new
shares in Enzymatica and approximately 4 million new warrants to
subscribe for additional shares in Enzymatica. The new shares will
be the same type as the Enzymatica shares already issued.
As a result, it is proposed that the acquisition
be completed via a non-cash issue of shares in Enzymatica offered
to Zymetech's shareholders. As of January 27, the 20,9 million
shares were equal to a price of SEK 3.35 per share and a value of
approximately SEK 70 million, while the premium for the 4 million
new warrants was valued at approximately SEK 3.2 million. Each
warrant entitles the holder to subscribe for one new share in
Enzymatica at a subscription price of SEK 5 during a period of
between 18 and 24 months from completion of the transaction.
Standard conversion provisions will be applicable to the warrants
in the event of transactions such as share issues. As part of the
deal Enzymatica also acquires the right to trademarks on selected
markets for SEK 3.1 million in cash from one of the principal
owners of Zymetech.
Enzymatica will publish a notice of extraordinary
general meeting on February 15, 2016 in a separate press release to
approve the transaction with Zymetech. The transaction is subject
to the necessary governmental approvals and other customary closing
conditions as well as at least half of the votes cast at the
meeting approving the transaction and voting for the non-cash
issue.
Several major Enzymatica shareholders,
representing approximately 25.6 percent of all Enzymatica votes,
are supportive of the proposal and have committed to vote for
execution of the transaction at the extraordinary general
meeting.
Enzymatica has an outstanding 2013/2017 employee
share ownership plan. Enzymatica has issued warrants to a
subsidiary to secure its obligations under the employee share
ownership plan. All participants in Enzymatica's employee
share ownership plan have opted to waive their rights to the
employee share ownership plan prior to the date the agreement is
entered into and Enzymatica's board of directors will therefore
ensure that the warrants held by the subsidiary are cancelled prior
to the extraordinary general meeting.
Preemptive right issue of SEK 60
million
In addition, Enzymatica's board of directors will, subsequent to
the closing of the transaction, propose a cash issue of new shares
in the first half of 2016 with preemptive rights for existing
shareholders amounting to approximately SEK 60 million and an
extended mandate for a future private placement of up to SEK 40
million. The preemptive right issue and the extended mandate
provide a decision at a separate extraordinary general meeting. The
main reason for the preemptive rights issue is to create financial
sustainability for the company to enable it to pursue commercial
opportunities more aggressively and thus foster a substantial
long-term future increase in the sales of cold product ColdZyme.
The reason for the extended mandate for a private placement is to
take advantage of future opportunities to bring in strong long-term
owners and provide additional financing for the company's growth
strategy.
"We are excited about the acquisition of Zymetech,
which I see as a key strategic complement to Enzymatica's business
and crucial for making our planned geographic expansion a reality.
The acquisition gives Enzymatica patent-protected exclusivity for
ColdZyme throughout Europe and about ten additional countries,
which enables us to retain our lead over competitors until at least
2020," says Fredrik Lindberg, CEO of Enzymatica, who continues:
"We can now increase our rate of expansion and
pursue opportunities to sign major, exclusive distribution
agreements. In addition, the expertise added to the company through
Zymetech's R&D organization in Iceland will give us a renewed
drive toward the growth targets we have for our product
portfolio."
"As major shareholder and representative for
Zymetech's largest shareholders, representing 73,5 percent of
ownership, we are highly positive to the transaction and the growth
strategy for Enzymatica," says Gudmundur Palmason, Chairman of the
Board at Zymetech.
This group of shareholders has expressed a desire
to be long-term owners of Enzymatica. As a result, they have
entered into a lock-up agreement stipulating that they cannot
dispose of shares they have received as payment until at least 360
days have passed from completion of the transaction.
Background of
acquisition
Enzymatica
has had a commercial agreement with Zymetech for a few years which
has guaranteed an unlimited supply of enzymes, but which also has
given Enzymatica exclusive rights to sell proprietary products in
the Nordic region. Enzymatica has had non-exclusive
distribution rights outside of the Nordic region.
Acquisition effects
Following the acquisition of Zymetech, Enzymatica will have patent
protection for its own products and Zymetech's products, including
ColdZyme and existing pipeline products, in the EU, China,
Australia, Russia, Canada and other countries. Given that Zymetech
is the only producer of the relevant deep-sea enzyme, the
acquisition also gives Enzymatica global control over the enzyme
production, which could substantially slow down competition in
important countries where Enzymatica does not have full patent
protection, such as the US. After the acquisition, Enzymatica will
thus have exclusive rights in countries with patent protection
until 2020 and a technological lead of several years over the rest
of the world.
Zymetech has advanced knowledge in enzyme
technology, applied enzyme research, as well as in refinement and
formulation of the relevant enzyme, which also enables the area of
application for ColdZyme to be broadened and facilitates the
development of new products based on the combined technology
platform of both companies. In addition, Zymetech and Enzymatica
have each applied for patents in additional areas of application
and production processes, which is estimated to extend the
protection of parts of the technology and their use as well as put
pressure on competitors even after 2020. Zymetech focuses its
research and development into upper respiratory tract infections
and brings to the table a pipeline of products in an early phase.
In addition, the company is broadening its research into other
therapeutic areas.
The acquisition of Zymetech will also enable
optimization of the enzyme solution's production process.
The combined companies had total assets of
approximately SEK 57 million and equity of approximately SEK 43
million as of September 30 2015. Translated to Swedish currency,
their combined sales for the period January-September 2015 were
just over SEK 20 million. The head office of the combined
company will be in Lund. Zymetech currently has about ten employees
who will be integrated into Enzymatica. After the acquisition,
Enzymatica will thus have approximately 25 employees. The company's
organization for R&D and production will remain in Reykjavik.
Management estimates that no significant staff changes will
be made as a result of the transaction and that the bolstered
financial resources of the combined companies will enable them to
aggressively pursue commercial investments and international
expansion. The liquidity of the combined companies has been secured
in the short term with a loan from ALMI in the amount of SEK 5
million, with an option for an additional SEK 2 million following a
resolution at the meeting to conduct the planned share issues.
Advisers
ABG Sundal Collier has served as the
financial adviser and Setterwalls as the legal adviser to
Enzymatica in connection with the transaction. HDR Partners has
served as the financial adviser and Roschier as the legal adviser
to Zymetech in connection with the transaction.
For
more information, contact:
Fredrik Lindberg, CEO Enzymatica AB
Tel: +46 (0)708-86 53 70 | Email:
fredrik.lindberg@enzymatica.com
About Enzymatica AB
Enzymatica is a life science company whose business concept is to
offer effective help against some of our most common diseases where
viruses or bacteria play a decisive role. Over a short period the
company has developed a unique oral spray for colds, ColdZyme®, and
launched it on six markets. Since launch the product has become one
of the leading articles for colds in Swedish pharmacies.
Development includes medical devices in upper respiratory
infections and oral health, and veterinary products. The company is
headquartered in Lund, Sweden and is listed on Nasdaq First North.
For more information, please visit www.enzymatica.com.
Enzymatica's certified adviser is Erik Penser Bankaktiebolag.
About Zymetech
Zymetech is a globally leading company in research, development,
production and sales of marine-derived enzymes for therapeutic
application. The company's technology of developing and
manufacturing formulations containing marine-derived enzymes is
called the Penzyme® technology and is at the core of its
intellectual property.
Zymetech's use of cod enzymes (called Penzyme®)
for therapeutic application is patented-protected in 27 countries.
Core and clinical research has demonstrated effectiveness of
Penzyme® against a variety of skin conditions, wound healing and
viral and bacterial infections. For more information, please visit
www.zymetech.com
Press release (PDF)
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Enzymatica AB via Globenewswire
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