IMMUNOTEC ENTERS INTO AGREEMENT TO BE ACQUIRED
Immunotec Inc. (IMM.V) has entered into a definitive agreement with 1111267 B.C. Ltd., a subsidiary of Immuno Holding SA de CV, pursuant to which Immuno Holding is expected to acquire all of the issued and outstanding common shares of the company for cash consideration of 48.5 cents per share. The consideration represents a premium of 22.8 per cent to the closing price of the shares on the TSX Venture Exchange on March 21, 2017, and of 22.4 per cent to the volume-weighted average trading price of the shares on the exchange for the 20-day period ended on March 21, 2017.
Shareholders holding in excess of 66-2/3rds per cent of the outstanding shares have expressed their support of the transaction, including the founding shareholders and other shareholders, directors, and officers of the company, who have entered into voting support agreements in respect of 60.28 per cent of the outstanding shares pursuant to which they have undertaken to vote in favour of the transaction at the special meeting of shareholders to be called to approve the transaction and, in the case of the founding shareholders, regardless of whether a superior proposal emerges.
The agreement reached with Immuno Holding concludes a strategic review process that was initiated by Immunotec in response to the desire expressed by Charles Roberts and Dieter Beer, two of its founding shareholders, to monetize their interests in the company as part their personal estate planning while ensuring that the new owners possess the resources and experience required to drive the company's continued growth in the future. Mr. Roberts will remain as chairman emeritus of Immunotec, and John Molson, who is also a founding shareholder, will continue as a key member of the executive team, helping ensure the continuity of the research-and-development culture originally established by Dr. Gustavo Bounous and Dr. Patricia Kongshavn. These founding shareholders, who created Immunotec in 1996, own or control an aggregate of 58.5 per cent of the outstanding shares.
Immuno Holding is a company led by Mauricio Domenzain in partnership with Nexxus Capital, one of the leading alternative asset managers in Mexico, with a record of almost 20 years of investing in and supporting successful growth companies.
Mr. Domenzain is a former top executive of a prominent global direct selling company, with relevant expertise in the Mexican and U.S. markets and a passion for the network marketing industry.
"We are very excited about this transaction, as we believe that Immunotec, with its strong management team, its network of over 100,000 independent consultants, and its culture rooted in Quebec-based research and development, is uniquely positioned to continue to generate growth and prosperity for the benefit of its customers, independent consultants and employees in Quebec, the U.S. and Mexico," said Mr. Domenzain. "We have great respect for Immunotec's leadership team guided by Charlie Orr, CEO, as well as the independent consultants and look forward to working collaboratively to fuel such growth and to support the current momentum Immunotec has been experiencing over these past years."
Mr. Orr added, "We are most excited about moving our aspirations forward together with Immuno Holding to unleash the company's growth potential."
Rod Budd, chairman of the board of directors of Immunotec, added: "We believe the time is right to take this next step in the evolution of Immunotec. After undertaking a robust strategic review effort, led by Threadstone Advisors LLC, we are excited by the value to be delivered to Immunotec's shareholders. The board was also very impressed by Immuno Holding's understanding of our relevant markets, as well as their excellent plan to maintain, and accelerate, the company's growth. This transaction presents the ideal opportunity for all stakeholders."
Mr. Roberts, one of the company's founders, added: "I believe Immuno Holding will bring great experience, dynamism and support to Immunotec's employees and network of independent consultants in order to foster the company's continued path of growth and success"
Mr. Beer, another founder, added: "I have confidence that with Immuno Holding's support, the company will continue the vision that I shared with Dr. Bounous to position Immunocal as a global nutritional choice and to improve many more lives with this incredible product."
The transaction is expected to be completed by way of a statutory plan of arrangement under the Canada Business Corporations Act and is subject to court approval, the approval of the holders of shares representing, in the aggregate, not less than 66-2/3rds per cent of the votes cast in respect of the transaction, the approval of the holders of shares representing, in the aggregate, a majority of the votes cast in respect of the transaction by holders other than those who have an interest in the transaction and the satisfaction of customary conditions.
The transaction has been unanimously approved by the board of directors of Immunotec (with Mr. Roberts and Mr. Beer abstaining due to their interests as significant shareholders of Immunotec) following the unanimous recommendation of a special committee of independent directors. Ernst & Young LLP, as fairness adviser to the board of directors of Immunotec, has provided an opinion that, as of March 22, 2017, subject to the assumptions, qualifications and limitations provided therein, the consideration to be received by the shareholders pursuant to the transaction is fair, from a financial point of view, to the shareholders.
A special meeting of the shareholders of Immunotec is expected to be held in May, 2017, at which shareholders of the company will be asked to approve the transaction. Further information regarding the transaction, including the fairness opinion, will be included in the information circular that will be mailed by Immunotec to its shareholders in advance of the special meeting and will be available under the profile of Immunotec at SEDAR. It is expected that the transaction will close in June, 2017.
The arrangement agreement contains customary clauses for transactions of this nature, including a prohibition against the company soliciting or initiating any inquiries or discussion regarding any other business combination or sale of assets, subject to the fiduciary duty of the board of directors of Immunotec in the event that an unsolicited superior proposal is received by the company and the right in favour of Immuno Holding to match any superior proposal. Subject to certain limited exceptions, the arrangement agreement may not be terminated by Immunotec in the event of a superior proposal, such that the vote in respect of the transaction will nonetheless be required to take place at the special meeting in such a situation. A termination fee of $2-million is payable to Immuno Holding in certain circumstances, including if Immuno Holding fails to exercise its right to match in the context of a superior proposal and elects to terminate the arrangement agreement.
About Immunotec Inc.
Immunotec is a Canadian-based company that develops, manufactures, markets and sells research-driven nutritional products through direct-to-consumer sales channels in Canada, the United States, Mexico, the Dominican Republic, the United Kingdom and Ireland. The company offers an extensive line of nutritional, skin care and wellness products targeting health, weight management, energy and physical performance.