Victoria, British Columbia, Canada, January 22, 2018 – IMMUNOPRECISE ANTIBODIES LTD. (the “Company”) (TSX VENTURE: IPA)(OTC PINK: IPATF) announces that it has signed a letter of intent with Single Cell Technology, Inc. (“Single Cell”) whereby the Company has agreed to strategically invest $5M (USD) in the expansion and development of production capability for Single Cell’s patented foundational technology (the “Investment”). The Investment will result in the Company owning approximately 10% of the issued and outstanding shares of Single Cell.
The Investment continues to realize on the Board’s commitment to grow globally through strategic acquisitions and investments in foundational technology. This strategic partnership continues to strengthen and expand the Company as a single source provider of services across the full antibody discovery value chain (antigen design, hit generation, lead selection, lead optimization and lead characterization) and completes our commitment to offer the full spectrum of antibody production methodologies (library based technologies, hybridoma methods, transgenic animal based platforms and single B cell based technology). In particular, the Company’s investment in Single Cell positions the Company to encompass within its current offerings to the marketplace a leading Next Generation Antibody Discovery platform.
“By investing in Single Cell, IPA broadens its capacity in antibody discovery and strengthens the scientific base of the Company. We are very proud of our efforts in becoming the leading integrated antibody solutions company globally.” said Dr. James Kuo, President of the Company.
Single Cell Technology, Inc.
Single Cell is a privately held company based in San Jose, California that has pioneered and patented a new approach to antibody discovery. Single Cell’s platform technology (called AbTheneumTM) integrates advances in multiple disciplines, such as micro-fabrication, precision mechanical engineering, molecular biology, next generation DNA sequencing (NGS), image processing, and bioinformatics. Output from AbTheneumTM is organized as a compendium of Big Data called the Antibody Atlas™ and offers a cross reference of results that can include affinity, epitope mapping, functional assessment, developability, stability, DNA sequences of the antibody cognate light and heavy chains, and structural inference. No other known platform provides a similar comprehensive information for single immune cells. Single Cell’s approach substantially decreases the time and investment needed to discover high quality therapeutic and diagnostic antibodies. Single Cell has a number of foundational patents in place covering its technology and innovations.
Terms of Investment in Single Cell
Under the letter of intent, the Company and Single Cell have agreed to negotiate a definitive agreement (the “Definitive Agreement”) whereby the Company will invest $5M (USD) at $2.50 (USD) per Single Cell share (the “Purchase Price”) as follows: (i) $1.5M (USD) on signing of the Definitive Agreement, and (ii) $3.5M (USD) within 60 days after signing of the Definitive Agreement.
The terms of the proposed Definitive Agreement will also permit the current minority shareholders to exchange their existing shares in Single Cell for shares in the Company at a value of $2.50 (USD) per Single Cell share. Further, the proposed Definitive Agreement will also grant the Company the right to acquire the remaining issued and outstanding shares in Single Cell at a valuation of $50M (USD) less the Investment of $5M (USD) by no later than December 31, 2018.
The parties will be entitled to carry out due diligence of each other until February 28, 2018. Upon the parties completing due diligence to their reasonable satisfaction, the parties will enter into the Definitive Agreement setting forth the terms and conditions of the Investment by April 15, 2018. Completion of any Investment with Single Cell is subject to a number of conditions, including but not limited to, completion of due diligence, negotiation of definitive agreement in respect of such an Investment, the availability of financing on terms acceptable to the Company, receipt of any required regulatory and shareholder approvals and the acceptance of the TSX Venture Exchange. An Investment cannot be completed until these conditions are satisfied, and there can be no assurance that an Investment will be completed at all.
About ImmunoPrecise Antibodies Ltd.
The Company is an integrated antibody solutions company that is a single source provider of services across the full antibody discovery value chain (antigen design, hit generation, lead selection, lead optimization and lead characterization). The Company utilizes the full spectrum of antibody production methodologies (library based technologies, hybridoma methods, transgenic animal based platforms and single B cell based technology) with a growing focus on generating human antibodies.
The services offered to customers include the development of mouse and rat monoclonal and rabbit recombinant monoclonal antibodies against a wide spectrum of antigens, as well as polyclonal antibodies, immunologically based assays, and solutions to challenges faced by clients in antibody related research and development. In addition, cryopreservation services are provided for the storage of valuable biological materials including hybridoma clones, plasmid constructs, and cell lines. The antibodies produced by the company target a wide variety of environmental, diagnostic and research applications.
Antibodies are naturally occurring proteins capable of binding to specific target molecules, or antigens. They have been used very widely in research assays, diagnostics, purification and therapeutics. The target market for the Company’s antibody and peptide products includes organizations in the academic, biological, diagnostic and pharmaceutical fields. This is a large growing market that is expected to double in the next ten years.
The Company operates from two state-of-the-art laboratory facilities in North America and Europe. The Company’s facility at the Vancouver Island Technology Park in Victoria, British Columbia houses tissue culture and molecular facilities, an animal care unit, and cryo-preservation facilities. Its facility in Utrecht, The Netherlands offers fast and large-scale production of (mammalian) recombinant proteins and antibodies for research and pre-clinical applications.
For further information please contact:
ImmunoPrecise Antibodies Ltd.
3204-4464 Markham Street.
Victoria, BC V8Z 7X8
For investor relations please contact:
Contact Financial Corp.
1450 – 701 West Georgia St.
Vancouver, BC V7Y 1G5
Forward Looking Information
This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. ImmunoPrecise uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, the Company closing its investment in Single Cell, and such risks and uncertainties described in the Company’s Filing Statement dated December 13, 2016 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, the Company undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.
This press release is not an offer of securities for sale in the United States. The securities described in this press release have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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