(Boursier.com) — Eurobio Scientific signed, on August 17, an agreement to acquire 100% of the capital and voting rights of the Dutch company Genome Diagnostics BV (GenDx) from its founder and its shareholders for an amount of 135 million euros (net of adjusted cash).
This acquisition will allow Eurobio Scientific to complete its commercial portfolio with a range of 100% proprietary products among the most efficient in the field of HLA (Human Leucocyte Antigen) diagnostics to assess the compatibility between donors and recipients in the context of organ and marrow transplants. It will also allow it to strengthen its geographical footprint, mainly in Europe and the USA.
Cash financing
Payment will be made entirely in cash, financed with the group’s cash and, in part, by a bank loan of a total of 90 million euros granted to a syndicate bringing together the banks of the Group, in particular LCL, BNP, Crédit Agricole Ile de France, BRED and CIC. This loan will be amortized half-yearly over a period of 6 years for 63 ME euros, and will be repayable in fine at the end of the 7th year for 27 ME. The interest rate will be that of Euribor to which will be added a margin varying according to certain financial ratios and ranging between 0.9 and 1.6% for the depreciable part and between 1.75 and 2.45% for the end part. A portion of this loan will be used to repay the outstanding balance of the March 2020 syndicated loan, i.e. approximately €4.5 million.
The final completion of the acquisition is subject to the legal finalization of the agreement with the banks, which will include the usual covenants for this type of transaction, the respective committees having already given their approvals.
One of the world leaders in HLA typing for graft compatibility
Founded in 2005 in Utrecht, the Netherlands, GenDx specializes in the molecular diagnosis of transplants by HLA typing of organs or patients as part of the evaluation of compatibility between donors and recipients. It is, among other things, one of the pioneers of typing based on genomic sequencing (SBT or Sequencing Based Typing) for which it currently offers high-resolution solutions based on the most recent NGS technologies. GenDx develops and markets a complete range which includes: reagents for performing HLA typing by sequencing; software for analyzing sequencing results, adapted to different techniques and different platforms; training modules, facilitating the adoption of its solutions by its customers.
The company brings together more than 80 employees, mostly based in the Netherlands, with a sales force also present in Benelux, Germany and the USA. In 2021, GenDx achieved 17 ME in turnover, for 6.9 ME in EBITDA. During the first half of 2022, GenDx’s revenue is estimated at 11.2 ME, for 5.4 ME of Ebitda.
In 2021, transplantation diagnostics represented 23.8% of the Eurobio Scientific group’s non-COVID turnover, i.e. 20 million euros. The acquisition of GenDx should make it possible to consolidate the Group’s presence in this specialty and generate new international development synergies.
“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, based on a direct presence in Europe and an increase in the share of proprietary products. The strong complementarity between our two companies should make it possible to increase the advance of our Group both technologically, geographically and commercially”, comments Denis Fortier, Deputy Managing Director and co-CEO of Eurobio Scientific, President of EurobioNext.
The operation should be performed by mid-October.