Avid Bioservices Recommends Stockholders Vote FOR Value Maximizing Transaction
Avid Bioservices (NASDAQ: CDMO) has initiated mailing definitive proxy materials to stockholders regarding its pending transaction with GHO Capital Partners and Ampersand Capital Partners. The deal offers $12.50 per share in cash, representing a $1.1 billion enterprise value and a 13.8% premium to the last trading price before announcement.
The Special Meeting to vote on the transaction is scheduled for January 30, 2025. The Board unanimously recommends stockholders vote 'FOR' the transaction, highlighting three key benefits: immediate cash value, a robust value-maximizing process, and de-risking of the company's standalone future. The deal followed a comprehensive process involving outreach to 24 potential buyers, resulting in a 19% price improvement from the initial unsolicited offer.
Avid Bioservices (NASDAQ: CDMO) ha iniziato l'invio di materiali di delega definitivi agli azionisti riguardo alla sua operazione in corso con GHO Capital Partners e Ampersand Capital Partners. L'accordo offre 12,50 $ per azione in contante, rappresentando un valore aziendale di 1,1 miliardi di dollari e un premio del 13,8% rispetto all'ultimo prezzo di negoziazione prima dell'annuncio.
La Riunione Straordinaria per votare sull'operazione è programmata per il 30 gennaio 2025. Il Consiglio raccomanda all'unanimità agli azionisti di votare 'A FAVORE' dell'operazione, evidenziando tre vantaggi chiave: valore immediato in contante, un processo robusto di massimizzazione del valore e riduzione del rischio per il futuro autonomo dell'azienda. L'accordo è seguito da un processo completo che ha coinvolto il contatto con 24 potenziali acquirenti, risultando in un miglioramento del prezzo del 19% rispetto all'offerta iniziale non richiesta.
Avid Bioservices (NASDAQ: CDMO) ha iniciado el envío de materiales de poder definitivos a los accionistas sobre su transacción pendiente con GHO Capital Partners y Ampersand Capital Partners. El acuerdo ofrece $12.50 por acción en efectivo, lo que representa un valor empresarial de 1.1 mil millones de dólares y una prima del 13.8% sobre el último precio de negociación antes del anuncio.
La Junta Especial para votar sobre la transacción está programada para el 30 de enero de 2025. La Junta recomienda unánimemente a los accionistas que voten 'A FAVOR' de la transacción, destacando tres beneficios clave: valor inmediato en efectivo, un robusto proceso de maximización de valor y reducción del riesgo para el futuro independiente de la empresa. El acuerdo siguió un proceso integral que involucró el contacto con 24 compradores potenciales, resultando en una mejora del precio del 19% con respecto a la oferta inicial no solicitada.
Avid Bioservices (NASDAQ: CDMO)가 GHO Capital Partners 및 Ampersand Capital Partners와의 진행 중인 거래와 관련하여 주주들에게 최종 위임장 자료를 발송하기 시작했습니다. 이 거래는 주당 12.50 달러의 현금을 제공하며, 11억 달러의 기업 가치를 나타내고 발표 전 마지막 거래 가격의 13.8%의 프리미엄을 나타냅니다.
거래에 대한 투표를 위한 특별 회의는 2025년 1월 30일로 예정되어 있습니다. 이사회는 주주들에게 거래에 대해 '찬성' 투표를 할 것을 unanimous하게 권장하며, 세 가지 주요 장점을 강조합니다: 즉각적인 현금 가치, 가치 극대화를 위한 강력한 프로세스, 그리고 회사의 독립적인 미래의 위험 감소입니다. 이 거래는 24명의 잠재적인 구매자와의 접촉을 포함한 포괄적인 과정을 거쳐 이루어졌으며, 초기의 자발적이지 않은 제안에 비해 가격이 19% 개선되었습니다.
Avid Bioservices (NASDAQ: CDMO) a commencé à envoyer des documents de procuration définitifs aux actionnaires concernant sa transaction en cours avec GHO Capital Partners et Ampersand Capital Partners. Cet accord propose 12,50 $ par action en espèces, représentant une valeur d'entreprise de 1,1 milliard de dollars et une prime de 13,8 % par rapport au dernier prix de négociation avant l'annonce.
La réunion extraordinaire pour voter sur la transaction est prévue pour le 30 janvier 2025. Le conseil recommande à l'unanimité aux actionnaires de voter 'POUR' la transaction, soulignant trois avantages clés : valeur immédiate en espèces, processus robuste de maximisation de valeur et réduction des risques pour l'avenir autonome de l'entreprise. L'accord a suivi un processus complet impliquant des démarches auprès de 24 acheteurs potentiels, entraînant une amélioration de 19 % du prix par rapport à l'offre initiale non sollicitée.
Avid Bioservices (NASDAQ: CDMO) hat mit dem Versand der endgültigen Stimmrechtsunterlagen an die Aktionäre bezüglich seiner bevorstehenden Transaktion mit GHO Capital Partners und Ampersand Capital Partners begonnen. Der Deal bietet 12,50 $ pro Aktie in bar, was einem Unternehmenswert von 1,1 Milliarden $ entspricht und eine Prämie von 13,8 % gegenüber dem letzten Handelspreis vor der Bekanntgabe darstellt.
Die Sondersitzung zur Abstimmung über die Transaktion ist für den 30. Januar 2025 angesetzt. Der Vorstand empfiehlt einstimmig den Aktionären, für die Transaktion zu stimmen und hebt drei wesentliche Vorteile hervor: sofortiger Barwert, ein robuster Wertmaximierungsprozess und Risikominderung für die zukünftige Unabhängigkeit des Unternehmens. Der Deal folgte einem umfassenden Prozess, der eine Kontaktaufnahme mit 24 potenziellen Käufern beinhaltete und zu einer Preisverbesserung von 19 % im Vergleich zum ursprünglichen unaufgeforderten Angebot führte.
- All-cash offer of $12.50 per share, valuing company at $1.1 billion enterprise value
- 13.8% premium to last trading price and 63.8% premium to June 4, 2024 price
- 207.1% premium to 52-week low
- 19% price improvement achieved through negotiations from initial offer
- 6.5x multiple to forecasted FY2025E revenue
- Growth prospects below previous guidance and analyst consensus
- Additional capital investments needed for growth
- Facing industry-wide macroeconomic headwinds
- Increasing competition in biologics manufacturing industry
- Uncertainty around biotech funding recovery
Insights
The proposed
The Board's execution of a thorough sales process, engaging 24 potential buyers and securing multiple price improvements totaling
The strategic rationale for this transaction is sound given the evolving CDMO landscape. Avid's need for additional capital investment to maintain competitiveness, combined with below-consensus growth projections, suggests the company could face challenges as a standalone entity. The backing of specialized healthcare investors GHO and Ampersand could provide Avid with improved access to capital and strategic resources needed to navigate the increasingly competitive biologics manufacturing market.
The deal's structure as an all-cash transaction eliminates market execution risk for shareholders while providing certainty of value in an uncertain biotech funding environment. The unanimous board recommendation and comprehensive market check process support the conclusion that this represents an optimal outcome for stakeholders.
Files Definitive Proxy Statement and Mails Letter to Stockholders
TUSTIN, Calif., Dec. 18, 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 that it has commenced mailing definitive proxy materials and a letter to stockholders in connection with its pending transaction with GHO Capital Partners LLP (“GHO”) and Ampersand Capital Partners (“Ampersand”).
The Special Meeting to vote on the transaction is scheduled for January 30, 2025, and Avid stockholders of record as of December 11, 2024, are eligible to vote at the Special Meeting.
The letter to stockholders highlights:
- How the transaction with GHO and Ampersand delivers significant, immediate and certain cash value to Avid stockholders;
- The robust process conducted by the Avid Board of Directors maximizes value for stockholders; and
- The transaction de-risks for stockholders Avid’s future as a standalone company.
The full text of the letter follows:
December 18, 2024
Dear Fellow Avid Bioservices Stockholders,
We are reaching out to let you know that you need to take action to realize the full value of your Avid Bioservices investment. Specifically, you need to vote FOR the pending transaction with GHO Capital Partners LLP (“GHO”) and Ampersand Capital Partners (“Ampersand”).
We firmly believe the transaction is in the best interest of all Avid stockholders as it:
- Provides significant, immediate and certain cash value to Avid stockholders;
- Reflects a robust process conducted by the Board to ensure we are maximizing value; and
- De-risks for stockholders Avid’s future as a standalone company.
Our Board of Directors unanimously recommends stockholders to vote “FOR” the transaction today.
Delivering Significant, Immediate and Certain Cash Value to Avid Stockholders
The
Per share in cash | Enterprise value | Premium to Avid’s closing share price of |
premium to the Company's closing price of | premium to the Company’s 20-day VWAP ending on the Unaffected Date | premium to the Company’s 90-day VWAP ending on the Unaffected Date |
premium to the Company’s 6-month VWAP ending on the Unaffected Date | premium to the Company’s 52-week low ending on the Unaffected Date | 6.5x multiple to management forecasted FY2025E revenue |
The Avid Board Conducted a Competitive Process to Maximize Value
By the Numbers
| The Avid Board of Directors is committed to maximizing the value for Avid stockholders. That is why the Board conducted a thoughtful, exhaustive and deliberate process that thoroughly tested buyer interest, with support from its legal and financial advisors, after receiving an initial unsolicited offer from GHO and Ampersand to acquire the Company for As detailed in our proxy, our Board and management team know our industry and the players in it well, having previously explored other potential strategic transactions and conducted diligence as part of those efforts. We did not proceed with those potential alternatives as our Board did not believe they created the most value for stockholders. When GHO and Ampersand made initial offers to acquire the Company, the Board reviewed them and rejected them as not sufficiently valuing the Company. The Board considered the Company’s standalone prospects, the risks and uncertainties of continuing to execute its standalone plans and the ability of Avid stockholders to adequately recognize the future value of Avid’s reasonable expectations for growth. The Board also conducted a process, which included outreach to at least 24 most likely strategic and financial buyers to gauge interest in a potential sale of the company. That process resulted in confidential discussions with seven parties and culminated with non-binding proposals from GHO and Ampersand and another party. After a period of back-and-forth communication with each party, the Board determined to proceed with GHO’s and Ampersand’s increased proposal. Ultimately, the process and negotiations with GHO and Ampersand resulted in five improvements to price and a The Board is confident that this robust process has led to the value maximizing outcome for stockholders. | 12 Board meetings since receipt of initial unsolicited offer to discuss the process | |
| 24 Most likely strategic and financial buyers engaged to explore interest in acquiring the Company | ||
| 5 Improvements to the GHO and Ampersand offer resulting from the robust process and negotiations | ||
Price improvement from the initial unsolicited offer | ||
The Transaction De-Risks Avid’s Future as a Standalone Company
We are incredibly proud of the progress that we have made as a public company. That said, in evaluating the transaction, our Board considered factors that could impact our standalone financial and operating results going forward. These included, among others:
- Industry-wide Macroeconomic Headwinds: There are a range of challenges facing the biologics manufacturing industry, including uncertainty around the recovery in biotech funding, increased volatility resulting from escalating political and global trade tensions that could disrupt supply chains, and increasing competition.
- Additional Investments Needed: While Avid has made a number of strategic investments in the business over the last several years, more is needed to capitalize on the Company’s growth potential.
- Updated Go-Forward Growth Expectations as a Public Company: As part of its review of potential strategic alternatives, the Board requested that Moelis prepare a financial analysis on Avid management’s probability-adjusted five-year plan for fiscal years 2025 through 2029. That review indicated that the Company’s growth prospects were below its own previous guidance as well as analysts’ consensus. Therefore, the Board determined that the transaction with GHO and Ampersand represented a value maximizing outcome for Avid stockholders, providing superior risk-adjusted value and certainty of execution. We encourage stockholders to read more about these financial projections and the financial analysis conducted by our financial advisor in our supplemental proxy filing materials.
We believe the transaction pays stockholders fair value for the investments Avid has made to date and eliminates for stockholders the execution risk of Avid continuing to operate on a standalone basis.
YOUR VOTE MATTERS: TAKE ACTION AND VOTE TODAY
We strongly encourage you to get your vote “FOR” the transaction today so, you can obtain significant, immediate and certain value for your Avid investment.
Regardless of how many shares you own, your vote matters. You can vote online, by phone or by signing and returning the proxy card that was mailed with the Company’s definitive proxy materials.
Thank you for your continued support.
Sincerely,
The Avid Bioservices Board of Directors
The Avid Board of Directors Unanimously Recommends that Avid Stockholders Vote “FOR” the proposed transaction with GHO and Ampersand. Vote TODAY online, by telephone or by signing and returning the enclosed proxy card. If you have questions or need assistance voting your shares, please contact: MacKenzie Partners, Inc. 7 Penn Plaza New York, New York 10001 U.S. & Canada Toll-Free: 1-800-322-2885 Elsewhere Call Collect: +1-212-929-5500 Or Email: proxy@MacKenziePartners.com |
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 will mail 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, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available. 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 (For Voting Inquiries)
MacKenzie Partners, Inc.
1-800-322-2885
proxy@MacKenziePartners.com
Aaron Palash / Allison Sobel (Media)
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
FAQ
What is the cash offer price per share for Avid Bioservices (CDMO)?
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What premium does the CDMO buyout offer represent to the unaffected share price?
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