Acquisition of a controlling stake in
The sale of all shares held by the sellers, i.e., 242,527 shares out of a total of 250,810 shares, representing 96.69% of the Company's capital and voting rights, was carried out today for a price of
per share, resulting in a value of
In accordance with current regulations, in particular Articles L. 433-3 of the French Monetary and Financial Code and 233-1 2° and 234-2 of the General Regulations of the Autorite des marches financiers (AMF),
An independent expert will be appointed by the Company to assess the fairness of the financial terms of the Offer in accordance with current regulations. An ad hoc committee will be set up shortly for the purpose of appointing the independent expert and monitoring the latter's work in accordance with the provisions of Article 261-1 of the General Regulation.
The Offer will not be followed by a compulsory withdrawal procedure as
The Company's proposed development of new activities
The Company is a "shell" that has not been active since 2018. The Company no longer holds any assets other than cash. Its last remaining asset (i.e., a flat in the
Once the Offer has been completed, the shareholders of the Company will be asked to approve the transaction in a general meeting, during which the business of Advanced Biological Laboratories Fedialis, a wholly owned subsidiary of
The transfer of ABL France to the Company and the resulting change in direction of the Company's business will also be accompanied by a request for an exemption from the filing of a public buyout offer on the basis of Article 236-6 of the AMF's general regulations.
ABL France is a limited joint stock company with a capital of
ABL France (a wholly owned subsidiary of
ABL France's activities are carried out in
ABL France also plans to develop new research and development (R&D) programmes in the fields of molecular scissors, oncology, and rare diseases of infectious origin. ABL France uses a software solution developed and marketed by
With regards to the aforementioned transactions, the Company's shareholders will therefore be asked to vote on the modification of the Company's corporate purpose to allow the development of these new activities and the change of the Company's name (i.e.,
Post operations, the Company may also seek investment and external growth opportunities to promote the dynamics of its core business. In this respect, the acquisition of the Company combined with the above-mentioned operations will therefore considerably increase the development options within a regulatory framework consistent with the business dimension of infectious disease diagnostics, which requires sustainable capital.
Appointment of new directors
At today's meeting, the Board of Directors of the Company proceeded to co-opt the new members to replace the five members representing the sellers.
The Board of Directors is now composed of the following members, who have been appointed on the basis of their competence in the scientific and medical fields as well as the accounting and financial fields.
Mr
It is planned to appoint a sixth director at the next general meeting of the Company called to approve the business transfer operations, with the role being given to:
Mr
The biographies of the new Board members can be found on the Company's website.
In this new form, The Board of Directors decided to separate the functions of Chairman of the Board of Directors and Chief Executive Officer and appointed Mrs
Expected timeframe
The public offer operations are being conducted with a view to the Initiator filing the draft Offer as soon as possible and the completion of the Offer, subject to the work of the independent expert and the regulatory deadlines for the examination of the draft Offer, at the end of 2021 or the beginning of 2022. The Offeror and the Company will make the required disclosures in this regard in accordance with current regulations.
Subject to the above,
About
About
ABL's products are marketed towards infectious disease clinicians, virology, and microbiology laboratories, including
genotyping kits (within ABL France) and software for accredited laboratories (ISO 15189), mainly for microbiology applications (related to HIV, SARS-CoV-2, tuberculosis, HCV, HBV, HPV, CMV, influenza, 16s rRNA, etc.) for genotyping by capillary or high-throughput sequencing (DeepChek®), detection and quantification of DNA and RNA (UltraGene®)clinical software applications for infectious disease units.computer dashboards and aggregation applications for research and clinical management.
ABL acquired the rights to all EVIVAR MEDICAL's viral hepatitis B & C assets in 2013 and a custom-made electronic medical record system for infectious diseases from
ABL offers a comprehensive suite of healthcare management products including Nadis®, TherapyEdge®, ViroScore®, SeqHepB, DeepChek®, UltraGene®, VisibleChek®, HepatiC®, BacterioChek and MicrobioChek used for the management, tracking and personalization of patient data. Since 2012, some ABL products are CE-IVD marked. In 2020, ABL obtained the CE-IVD mark for its DeepChek®-HIV tests as well as for its UltraGene® Combo2Screen SARS-CoV-2 test, its UltraGene® SARS-CoV-2 Multi Variants Deletions V1 test and its UltraGene® Triplex test The other products are currently available for research purposes only.
Contacts:
+33 (0)1 45 06 15 74
gdambrine@fauvet-girel.fr
ADVANCED BIOLOGICAL LABORATORIES S.A.
+352 2638967640
contact@ablsa.com
[1]
Subject to a possible adjustment of the sale price linked to the amount of the net assets of
Excluding 94 treasury shares. [3]
See the Company's press release dated
Distributed by https://pressat.co.uk/
.
(C) 2021 M2 COMMUNICATIONS, source