Intrexon Corp., a “synthetic biology” company, is buying 48% of biotech company AquaBounty Technologies Inc. Intrexon is buying more than 48.6 million shares from Linnaeus Capital Partners and its affiliate, Tethys Ocean B.V., for $6 million in cash.
Intrexon Corporation, a synthetic biology company that utilizes its proprietary technologies to provide control over cellular function, today announced that it has entered into a definitive purchase agreement to acquire an approximately 48% interest in AquaBounty Technologies, Inc. UK:ABTX +30.49% , 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 GBP0.0764 per share. This represents a premium of approximately 49% 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% 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.
This press release is for informational purposes only and is not a recommendation, an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer will be made solely pursuant to an offer to purchase and related letters of transmittal that will be distributed to AquaBounty securityholders.
The availability of the tender offer to shareholders of AquaBounty who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details will be contained in the tender offer document.
The release, publication or distribution of this announcement in jurisdictions other than in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Intrexon disclaims any responsibility or liability for violation of such restrictions by any person.
About AquaBounty Technologies
AquaBounty Technologies is a biotechnology company focused on improving productivity in commercial aquaculture, a $100 billion industry and the fastest growing segment of the worldwide food industry. The company’s objective is the application of biotechnology to ensure the availability of high quality seafood to meet global consumer demand. The company is developing products to address critical production constraints in the most popular farmed species, focusing initially on salmon, trout and shrimp. Its AquAdvantage(R) fish program is based upon a single, specific molecular modification in fish that results in more rapid growth in early development.
About Intrexon Corporation
Intrexon Corporation is a privately held biotechnology company focused on the industrial engineering of synthetic biology. Intrexon is deploying its extensive capabilities to rapidly design and produce novel and enhanced biological products and processes across multiple industry sectors, including: human therapeutics, protein production, industrial products, agricultural biotechnology, and animal science. The company’s advanced bioindustrial engineering platform enables Better DNA(TM) technology by combining revolutionary DNA control systems with corresponding advancements in modular transgene design, assembly, and optimization to enable unprecedented control over the function and output of living cells.