Horizon Discovery Group plc acquires GE Healthcare Dharmacon, Inc. for $85 million

Upon Completion, which is conditional, inter alia, on the approval of the Placing by Horizon shareholders and anti-trust clearance of the Acquisition in the US, General Electric Company will receive $50 million in cash and a subsidiary of General Electric Company will be issued with $35 million in new Ordinary Shares in Horizon to be valued at the Placing Price of 205 pence, equating to 13,064,868 new Ordinary Shares (representing 8.8 per cent. of the Enlarged Share Capital of Horizon) (the “Consideration Shares”).

The Company also announces that it will raise £76.4 million, net of expenses, through the issue by the Company of 39,024,390 new Ordinary Shares at the Placing Price of 205 pence. The Placing is being effected by Numis and Cowen, with Numis acting as the Company's Nominated Adviser and Broker, on, and subject to, the terms of the Placing Agreement. In addition to satisfying the cash consideration for the Acquisition, the proceeds from the Placing will also provide additional working capital for the Enlarged Group.

A subsidiary of General Electric Company is expected to own 8.8 per cent. of Horizon following the Acquisition and the Placing. A standstill and lock-up agreement will be entered into with Horizon, which provides for a 12 month standstill period and a separate 12-month lock-up period for the Consideration Shares, followed by a further 6-month orderly market period.

Dharmacon is an indirect wholly owned subsidiary of General Electric Company and is a global leader in RNAi products with a fast growing gene editing product portfolio especially in CRISPR reagents and arrayed libraries. Dharmacon has a strong brand which is instantly recognisable and trusted in the academic research community for quality, cost, delivery and support.

The Acquisition will create immediate market access for Horizon’s next generation research product and service offerings through a robust eCommerce platform and established global distribution channels, especially in Asia-Pacific. Dharmacon delivered revenues of $36.7 million in the year ended 31 December 2016 and EBITDA of $5.4 million.

The combination will create a leading global player in the application of gene-editing and gene modulation in life science research and further underpins Horizon’s Cell Builders model where gene editing and modulation platforms are used to design, engineer and apply cells for the advancement of human healthcare.

Darrin Disley, CEO of Horizon commented: “Through the combination of complementary technology, product portfolios and manufacturing capabilities, the acquisition of Dharmacon by Horizon creates an emerging leader in the application of gene modulation technologies in life science research. We expect that the brand recognition, and sales, marketing (including eCommerce) and distribution channel particularly in the academic community as well as intimate relationships in Biotech and Pharma that Dharmacon will bring to Horizon, will transform the opportunity for Horizon’s product portfolio as well as generate attractive cost-base synergies.”

Kieran Murphy, President and CEO of GE Healthcare commented: “We are pleased to reach an agreement that combines the strong Dharmacon brand and technologies with the industry leading gene editing technologies, products and services of Horizon. We believe that the combination creates a global leader in gene modulation and are excited to retain a meaningful stake in the combination.”

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Enquiries:
Horizon Discovery Group plc
Darrin Disley, Chief Executive Officer
Richard Vellacott, Chief Financial Officer
Chris Claxton, VP Investor Relations
Tel: +44 (0) 1223 655 580

Evercore Partners
Simon Elliott
Tel: +44 (0) 207 653 6000

Numis Securities Limited (Broker and NOMAD)
Michael Meade
Freddie Barnfield
Tom Ballard
Tel: +44 (0) 207 260 1000

Cowen and Company LLC
Jamie Streator
Michael Campbell
Tel: +1 646 562 1010

Zyme Communications (Trade and Regional Media)
Katie Odgaard
Tel: +44 (0)7787 502 947
Email: katie.odgaard@zymecommunications.com

Consilium Strategic Communications (Financial Media and Investor Relations)
Mary-Jane Elliott / Susan Stuart / Matthew Neal / Melissa Gardiner
Tel: +44 (0) 20 3709 5701
Email: horizon@consilium-comms.com

 


About Horizon Discovery Group plc - see www.horizondiscovery.com

Horizon Discovery Group plc (LSE: HZD) ("Horizon"), is a leading global gene editing company that designs and engineers genetically-modified cells and then applies them in research and clinical applications that advance human health.

Horizon’s core capabilities are built around its proprietary translational genomics platform, a highly precise and flexible suite of gene editing tools (rAAV, ZFN, CRISPR and Transposon) able to alter almost any gene sequence in human or mammalian cell-lines.

Horizon offers over 23,000 catalogue products and related research services based on the generation and application of cell and animal models that accurately recapitulate the disease-causing genetic anomalies found in diseases like cancer. Horizon’s commercial offering has been adopted by over 1,600 unique research organisations in over 50 countries, as well as in the Company's own pipeline of innovation, to support a greater understanding of the genetic drivers of disease and the development of molecular, cell and gene therapies that can be prescribed on a personalised basis.

Horizon is headquartered in Cambridge, UK, and is listed on the London Stock Exchange's AIM market under the ticker “HZD”.

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED THEREIN, IS RESTRICTED AND, SUBJECT TO CERTAIN EXCEPTIONS, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THE APPENDICES ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; (C) IN THE UNITED STATES, TO “QUALIFIED INSTITUTIONAL BUYERS”, AS DEFINED IN RULE 144A OF THE U.S SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND (D) OTHER PERSONS TO WHOM IT CAN LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B), (C) AND (D) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE APPENDICES AND THE TERMS AND CONDITIONS SET OUT THEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR OR PURCHASE OF THE PLACING SHARES.

ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTIONS.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company in relation to the transaction referred to herein.  Numis is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Numis or for advising any other person on the contents of this announcement or any other matter, transaction or arrangement referred to herein.

Cowen, which is authorised in the US by the Financial Industry Regulatory Authority (“FINRA”), is acting exclusively for the Company in relation to the transaction referred to herein. Cowen is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Cowen or for advising any other person on the contents of this announcement or any other matter, transaction or arrangement referred to herein.  

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Horizon and no one else in connection with the Transaction referred to in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Horizon for providing the protections afforded to clients of Evercore, nor for providing advice in relation to the matters referred to in this announcement.

Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, and Lazard Frères & Co. LLC, which is authorised in the US by FINRA, are acting exclusively for General Electric Company and for no one else in connection with the Acquisition and will not be responsible to anyone other than General Electric Company for providing the protections afforded to their clients or for providing advice in connection with the Acquisition.  None of Lazard & Co., Limited, Lazard Frères & Co. LLC and their respective affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited and Lazard Frères & Co. LLC in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Subject to applicable law, none of Numis, Cowen, Evercore and Lazard accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of the information in this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made in connection with the Company, Dharmacon, the Acquisition and the Placing and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Numis, Cowen, Evercore and Lazard accordingly disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which any of them might otherwise have in respect of this announcement.

The distribution of this announcement and the offering, placing and/or issue of the Placing Shares in any jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

In particular, subject to certain exceptions, this announcement should not be distributed, forwarded, transmitted or otherwise disseminated in or into the United States or any of the Excluded Jurisdictions. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in the United States or any other jurisdiction. The Placing Shares have not been and will not be registered under the Securities Act, or under the applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly within, into or in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offer of the Placing Shares in the United States.

Any offering of Placing Shares to be made (i) in the United States will be made only to a limited number of “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering and (ii) outside the United States will be made in offshore transactions within the meaning of, and in reliance on, Regulation S under the Securities Act.

In the opinion of the Directors, there is a significant risk of civil, regulatory or criminal exposure to the Company and its Directors were the Placing to be made into any of the Excluded Jurisdictions. On this basis, none of the Placing Shares have been, or will be, registered under the relevant laws of any state, province or territory of any of the Excluded Jurisdictions. Subject to certain limited exceptions, none of the Placing Shares may be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, in, into or within any of the Excluded Jurisdictions or to any national, resident or citizen of, or any corporation, partnership or other entity created or organised under the laws of, any Excluded Jurisdiction. None of the Placing Shares, this announcement or any other document connected with the Placing have been or will be approved or disapproved by the US Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, nor have any of the foregoing authorities or any securities commission passed comment upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this announcement or any other document connected with the Placing. Any representation to the contrary is a criminal offence.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act, as amended ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.

No prospectus has been or will be approved in the United Kingdom or any other jurisdiction in respect of the Placing Shares or Consideration Shares. By participating in the Placing, Placees are deemed to have read and understood this announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained herein.

This announcement includes statements that are, or may be deemed to be, forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “anticipates”, “milestones”, “targets”, “aims”, “continues”, “expects”, “intends”, “hopes”, “may”, “will”, “would”, “could” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors’ intentions, beliefs or current expectations concerning, amongst other things, the Company’s results of its operations, financial condition, liquidity, prospects, growth and strategy. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Any forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under FSMA or the regulatory regime established thereunder or the AIM Rules or other applicable legislation or regulation, none of the Company, the Directors, Numis nor Cowen undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Undue reliance should not be placed on forward-looking statements, which speak only as of the date of this announcement.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in expectations and assumptions used and changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates and changes in tax rates.
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