Intrexon to Acquire 48 Per Cent Stake in AquaBounty Technologies06 November 2012
US - Intrexon Corporation, a synthetic biology company that utilises its proprietary technologies to provide control over cellular function, announced that it has entered into a definitive purchase agreement to acquire an approximately 48 per cent interest in AquaBounty Technologies, a biotechnology company focused on enhancing the productivity in aquaculture, from existing shareholders.
Pursuant to the purchase agreement, Intrexon will purchase 48,631,444 shares from Linnaeus Capital Partners B.V. and its affiliate, Tethys Ocean B.V., for $6 million (US) in cash, or approximately $0.123 per share in cash, which is equivalent to approximately £0.0764 per share. This represents a premium of approximately 49 per cent to the mid-market closing price of AquaBounty’s common stock on the date immediately preceding this announcement. Upon the closing of the sale, the founder of Linnaeus Capital, Kakha Bendukidze and three other directors nominated by Linnaeus Capital will resign their seats on AquaBounty’s board of directors.
In accordance with provisions of AquaBounty’s charter, following the close of the transaction Intrexon is required to commence a tender offer for any and all of the other outstanding shares of AquaBounty. Intrexon’s tender only will be conditional on receiving acceptances in respect of shares which, together with the shares acquired from Tethys Ocean and Linnaeus, will result in Intrexon Corporation holding shares representing more than 50 per cent of the remaining outstanding shares in AquaBounty. The offer price per share in the tender will be equal to the per share price paid by Intrexon in its acquisition of shares from Linnaeus Capital and Tethys Ocean. Further details on the tender will be provided following the close of the acquisition of shares pursuant to the purchase agreement.
Thomas Kasser, President of Intrexon’s Animal Science Division, stated: “This transaction will accelerate our efforts to play a leading role in solving the world’s emerging food shortages through biotechnology. AquaBounty’s pioneering work in genetically modified fish is an initial step toward creating a large-scale, efficient and environmentally safe and sustainable global aquaculture market. We look forward to working with the AquaBounty team to improve aquaculture productivity and expand the reach of their molecular modification technology.”
As a condition to executing the definitive agreement with Linnaeus Capital, Intrexon and AquaBounty executed an agreement restricting AquaBounty’s ability to issue additional securities prior to, and during, the tender offer, and certain other provisions. Intrexon and AquaBounty expect to negotiate and execute, prior to the closing of the stock acquisition, a relationship agreement containing provisions consistent with the rights of a significant holder of an AIM listed company.
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