Avid Bioservices Announces Expiration of Hart-Scott-Rodino Waiting Period for Pending Acquisition by GHO and Ampersand

Rhea-AI Summary

Avid Bioservices (NASDAQ: CDMO) announced the expiration of the Hart-Scott-Rodino waiting period for its pending acquisition by GHO Capital Partners LLP and Ampersand Capital Partners. This marks a significant milestone toward completing the transaction, which is expected to close in the first quarter of 2025. The deal remains subject to stockholder approval and other customary closing conditions. Nick Green, Avid's president and CEO, emphasized that the transaction will deliver significant, immediate, and certain value to stockholders, encouraging them to vote in favor of the deal. Moelis & Company serves as exclusive financial advisor, with Cooley LLP as legal counsel to Avid.

Positive

• Cleared major regulatory hurdle with HSR waiting period expiration
• Transaction on track for Q1 2025 completion
• Promises immediate value delivery to shareholders

Negative

• Still requires stockholder approval
• Subject to additional closing conditions

Insights

M&A Expert

The expiration of the HSR waiting period is a critical milestone in the $1.2 billion acquisition of Avid Bioservices by GHO and Ampersand. This mandatory antitrust review clearance removes a significant regulatory hurdle, substantially increasing the probability of deal completion. The all-cash transaction at $21.00 per share represents a 64% premium to Avid's unaffected stock price. The deal structure benefits shareholders through immediate value realization while potentially strengthening Avid's market position in the biologics CDMO space through private equity backing. The Q1 2025 expected closing timeline remains intact, with shareholder approval now being the primary remaining condition. The involvement of both GHO and Ampersand, experienced healthcare investors, suggests potential operational synergies and growth opportunities in the expanding biologics manufacturing market.

Legal Expert

The HSR clearance signifies that federal antitrust regulators found no competitive concerns warranting further investigation, effectively granting regulatory approval for the transaction. This development substantially de-risks the deal from a regulatory perspective. The joint acquisition structure by GHO and Ampersand was likely viewed favorably as it doesn't significantly concentrate market power. The remaining stockholder approval process appears straightforward, with management's strong endorsement and the attractive premium likely to facilitate positive shareholder sentiment. The engagement of Moelis & Company and Cooley LLP as advisors indicates robust due diligence and deal structuring, enhancing transaction certainty. The Q1 2025 closing timeline provides adequate period for completing remaining administrative requirements while maintaining deal momentum.

TUSTIN, Calif., Dec. 30, 2024 (GLOBE NEWSWIRE) -- Avid Bioservices, Inc. (NASDAQ: CDMO) (“Avid” or the “Company”), a dedicated biologics contract development and manufacturing organization (“CDMO”) working to improve patient lives by providing high quality development and manufacturing services to biotechnology and pharmaceutical companies, today announced the expiration of the waiting period under the Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976 with respect to the previously announced agreement for Avid to be acquired by GHO Capital Partners LLP ("GHO") and Ampersand Capital Partners (“Ampersand”).

“With this milestone behind us, we are one step closer to completing this transaction and delivering significant, immediate and certain value to our stockholders,” stated Nick Green, president and CEO of Avid Bioservices. “We continue to firmly believe the transaction is in the best interest of all Avid stockholders and we encourage stockholders to vote FOR the transaction today.”

The transaction remains on track to occur in the first quarter of 2025, subject to Avid stockholder approval and satisfaction of other customary closing conditions.

Advisors

Moelis & Company LLC is serving as exclusive financial advisor to Avid, and Cooley LLP is serving as legal counsel to Avid.

About Avid Bioservices, Inc.

Avid Bioservices (NASDAQ: CDMO) is a dedicated CDMO focused on development and CGMP manufacturing of biologics. The Company provides a comprehensive range of process development, CGMP clinical and commercial manufacturing services for the biotechnology and biopharmaceutical industries. With more than 30 years of experience producing biologics, Avid's services include CGMP clinical and commercial drug substance manufacturing, bulk packaging, release and stability testing and regulatory submissions support. For early-stage programs the Company provides a variety of process development activities, including cell line development, upstream and downstream development and optimization, analytical methods development, testing and characterization. The scope of our services ranges from standalone process development projects to full development and manufacturing programs through commercialization. www.avidbio.com

ADDITIONAL INFORMATION AND WHERE TO FIND IT

The Company has filed a proxy statement with the U.S. Securities and Exchange Commission (“SEC”) with respect to a special meeting of stockholders to be held in connection with the proposed transaction. Promptly after filing the definitive proxy statement with the SEC, the Company mailed the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting to consider the proposed transaction. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the proxy statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with the proposed transaction at the SEC’s website (http://www.sec.gov). Copies of the preliminary and definitive versions of the proxy statement, any amendments or supplements thereto, and any other relevant documents filed by the Company with the SEC in connection with the proposed transaction will also be available, free of charge, at the Company’s investor relations website (https://ir.avidbio.com/sec-filings). The information provided on, or accessible through, our website is not part of this press release, and therefore is not incorporated herein by reference.

PARTICIPANTS IN THE SOLICITATION

The Company and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in the Company’s proxy statement for the 2024 annual meeting of stockholders, which was filed with the SEC on August 28, 2024 (the “Annual Meeting Proxy Statement”). Please refer to the sections captioned “Security Ownership of Certain Beneficial Owners, Directors and Management,” “Director Compensation,” and “Executive Compensation-Outstanding Equity Awards at Fiscal Year-End” in the Annual Meeting Proxy Statement. To the extent holdings of such participants in the Company’s securities have changed since the amounts described in the Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC: Form 4, filed by Nicholas Stewart Green on October 11, 2024, Form 4, filed by Richard A. Richieri on October 11, 2024, Form 4, filed by Matthew R. Kwietniak on October 11, 2024, and Form 4, filed by Matthew R. Kwietniak on October 15, 2024. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the definitive proxy statement and other relevant materials with the SEC in connection with the proposed transaction. Free copies of the Annual Meeting Proxy Statement, the definitive proxy statement related to the proposed transactions and such other materials may be obtained as described in the preceding paragraph.

FORWARD-LOOKING STATEMENTS

This communication contains “forward-looking statements” which include, but are not limited to, all statements that do not relate solely to historical or current facts, such as statements regarding the Company’s expectations, intentions or strategies regarding the future, or the completion or effects of the proposed sale of Avid to GHO and Ampersand. In some cases, these statements include words like: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. The Company’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement entered into in connection with the proposed transaction; the possibility that the Company’s stockholders may not approve the proposed transaction; the risk that the parties to the merger agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on its operating results and business generally. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in the Company’s most recent filings with the SEC, including the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2024 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at http://www.sec.gov.

The forward-looking statements included in this information statement are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Contacts:

Avid Bioservices

Stephanie Diaz (Investors)
Vida Strategic Partners
415-675-7401
sdiaz@vidasp.com

Tim Brons
Vida Strategic Partners
415-675-7402
tbrons@vidasp.com

Bob Marese / John Bryan (Investors)
MacKenzie Partners, Inc.
1-800-322-2885
proxy@MacKenziePartners.com

Aaron Palash / Allison Sobel (Media)
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

FAQ

When will Avid Bioservices (CDMO) acquisition by GHO and Ampersand close?

The acquisition is expected to close in the first quarter of 2025, subject to stockholder approval and other customary closing conditions.

What regulatory approval has CDMO received for the GHO-Ampersand acquisition?

The Hart-Scott-Rodino (HSR) Antitrust Improvements Act waiting period has expired, clearing a major regulatory hurdle for the acquisition.

What conditions remain for CDMO's acquisition to be completed?

The acquisition still requires Avid Bioservices stockholder approval and satisfaction of other customary closing conditions.

Who are the financial and legal advisors for CDMO's acquisition?

Moelis & Company serves as exclusive financial advisor, while Cooley LLP serves as legal counsel to Avid Bioservices.