SYGNIS AG: SYGNIS AG to raise capital to acquire TGR Biosciences

PRESS RELEASE
19 March 2018

SYGNIS AG to raise capital to acquire TGR Biosciences

Heidelberg, Germany and Cambridge, UK, 19 March 2018 - SYGNIS AG (Frankfurt: LIO1; ISIN: DE000A1RFM03; Prime Standard), today announced the launch of a private placement of up to 4.74 million new shares to institutional investors in Europe. The price per share is set to EUR 1.40, based on a weighted average XETRA closing price of the Sygnis AG shares of the last ten trading days. The new shares will be issued excluding pre-emptive rights. Book building will commence immediately. It is anticipated that books will close tomorrow, although the bookrunners reserve the right to close the books at any time.

SYGNIS plans to use the proceeds from the transaction for the acquisition of the Australian research reagents company, TGR Biosciences ("Target"). The Target offers a strong complementary technology portfolio, with patented best-in-class technology in protein capture. In addition, the Target provides a Blue-Chip OEM customer base.

The Target company is profitable and was growing with a 3-year revenue CAGR of 23%. At closing of the deal, trailing 12-month sales of the Target is expected to amount to about EUR 3.6 million, with an EBITDA of approximately 40%, generating an operating cash flow of EUR 1.3 million.

Dr. Heikki Lanckriet, CEO and CSO of Sygnis AG commented: "We are very excited about this acquisition, as this will add immediately to our top and bottom line. We are not only strengthening our technology portfolio and our customer base, but this will significantly increase our business scale and our visibility in the market."

SYGNIS AG has reached agreement with the current majority shareholders of the target company, representing 78% of the total voting rights. The acquisition of the Target was priced at a value of EUR 10.4 million. This comprises EUR 6.5 million cash payment due upon closing, EUR 1.3 million cash payment due one year after completion, and a performance related earnout of up to AUD 3 million after 1 and 2 years or (fully or partial instead of a cash earn out) a convertible bond with a nominal amount of up to AUD 5 million convertible in shares at a price of EUR 1.50; the target has cash balances of EUR 0.65 million. Minority investors of the Target will be invited to join the transaction by latest March 28 at the set valuation.

The combined companies will benefit from increased sales through direct sales channels, cross selling synergies with existing customer bases and will leverage SYGNIS' marketing capabilities. As part of the 'Grow, buy and build strategy', the Target with its strongly complementary technology and R&D facilities will be fully integrated into the SYGNIS Group and will trade its products under the Expedeon brand. The acquisition will increase SYGNIS' business scale and will drive future cash generation and strengthen EBITDA of the combined entity.

Acquisitions continue to make a major contribution to SYGNIS' year on year revenue growth. In 2017, SYGNIS expects a revenue of EUR 7.8 million (unaudited) (2016: EUR 1.8 million). Alongside this, the organic growth, a cornerstone of the 'grow, buy, build strategy', continued apace with year on year like for like growth of 24%, underpinned by our strong sales and marketing team.

MC Services AG, KSAM and GBC Kapital GmbH are acting as joint bookrunners.

For further information, please contact:

SYGNIS AG
Dr. Heikki Lanckriet
CEO/CSO
Phone: +44 1223 873 364
Email: heikki.lanckriet@sygnis.com

MC Services AG (Investor Relations and International Media Relations)
Dr. Claudia Gutjahr-Löser
Managing Director
Phone: +49 89 210228 0
Email: sygnis@mc-services.eu

About SYGNIS AG: www.sygnis.com
SYGNIS develops and commercialises value-added, easy-to-use, reliable products for genomics and proteomics research based on its proprietary technologies, offering a wide range of solutions that address key challenges in molecular biology. With applications spanning the entire molecular biology workflow, the Group's cutting-edge offerings include easy-to-use off-the-shelf products as well as custom services, supporting scientists from academia through to commercial manufacturing. SYGNIS' products are sold through a direct sales force and several distribution partners in Europe, the USA and Asia. SYGNIS AG has offices in Germany, Spain, UK, USA and Singapore which trade under the Expedeon brand. The Company is listed on the Prime Standard segment of the Frankfurt Stock Exchange (Ticker: LIO1; ISIN: DE000A1RFM03).

### This publication is intended for information only and constitutes neither an offer to sell nor an invitation to buy securities. Some statements included in this press release, relating neither to proven financial results nor other historical data, should be viewed as forward-looking, i.e. not definite. Such statements are mainly predictions of future results, trends, plans or goals. These statements should not be considered to be total guarantees since given their very nature they are subject to known and unknown risks and imponderability and can be affected by other factors as a consequence of which the actual results, plans and goals of SYGNIS AG may deviate greatly from the established conclusions or implied predictions contained in such statements. SYGNIS does not undertake to publicly update or revise these statements in the light of new information or future results or for any other reason. ###