Biohit Oyj on April 15, 2013 at 9:35 A.M. local time (EET)
Finnish healthcare company Biohit Oyj and Italian Euroclone S.p.A. have agreed an acquisition wherein Biohit Oyj buys Euroclone S.p.A. subsidiary Euroclone Gastro S.r.l. that is focused on the gastrointestinal diagnostics. Following the aquisition, Euroclone Gastro S.r.l. will form a fully Biohit-owned subsidiary, Biohit Healthcare S.r.l., to strengthen Biohit Oyj's diagnostic distribution in Italy.
Biohit Oyj's Board of Directors has made the decision about the acquisition. Acquisition agreement will be signed and the acquisition is expected to be closed during April 2013.
The purchased company was founded in March 2013 to implement this transaction. Euroclone S.p.A. has previously acted as a distributor of Biohit Oyj’s diagnostics in Italy. The purchased company secures the continuity of Biohit Oyj's existing business and provides an opportunity for its further development. Net sales of Euroclone S.p.A.’s business unit focused on gastrointestinal diagnostic were 0.8 million euros and net income was slightly negative in 2012. The acquired company has assets and inventory worth of 0.1 million euros and the company has no debt. The acquired company will employ 2 key employees from Euroclone S.r.l. When Euroclone Gastro S.r.l. forms a Biohit Oyj subsidiary, Franco Aiolfi will act as a managing director. One-off expenses that relate to the acquisition will not be significant.
The integration of the acquired company to Biohit Group and the necessary investments to future growth will bind key resources, and as a result it is likely that the Biohit Oyj's earnings turnaround is expected to happen later than previously estimated (previously announced estimate: "The company expects earnings to turn positive in 2013, or within the first half of 2014").
For the above reasons, the company changes its profit guidance. Predicting outcome due to this major restructuring and development phase is very challenging, but the company expects earnings to turn positive during year 2014.
For the total ownership of Euroclone Gastro S.r.l., Biohit Oyj emits 180,000 new Biohit B-shares for Euroclone S.p.A. The purchase price will be determined by Biohit Oyj's share price one day before the acquisition closing date. These shares are subject to trade restrictions, hence the shares may not be transferred until 12 months have elapsed since the entry of shares, and then the restriction is removed annually at the 60,000 share installments. Otherwise, the shares are entitled to dividend as well as any other shareholder rights in Biohit in the Commercial Register from. The Board has received necessary authorizations to issue new shares in Annual General Meeting held on April 13th, 2011.
The subscription price shall be paid in full with contribution in kind by contributing the full quota and ownership of Euroclone Gastro S.r.l. and its corporate capital to Biohit Oyj. Date for the subscription is between April 18 and May 2, 2013 and application of listing of shares to NASDAQ OMX will be submitted between April 19 and May 2, 2013 (estimated). The ground for deviating from shareholders’ pre-emptive subscription right is the objective to strengthen Biohit Oyj's capital, effectuate a corporate acquisition and thus to support Biohit Oyj’s business and growth.
As a result of new shares emission, the total number of Biohit shares raises up to 13,795,593 shares (13,615,593) and the number of B-shares to 10,820,093 shares (10,640,093). The company's share capital will increase from 2,314,650.81 euros to 2,345,250.81 euros.
The new shares will correspond to a percentage of 1.3% of the Biohit Oyj's total number of shares and 0.3% of the share of voting rights after registration.
CEO Semi Korpela, Biohit Oyj: "Italy has proven to be one of the pioneers in developing treatment practices. We want to be even more closely involved in influencing the direction of this development. The new Italian subsidiary is a natural continuation of a long co-operation with Euroclone. "
Additional information:
CEO Semi Korpela, Biohit Oyj
Tel. +358 9 773 861
semi.korpela@biohit.fi
www.biohithealthcare.com
Biohit in brief
Biohit Oyj is a Finnish biotechnology company operating globally that was established in 1988. Biohit's mission is "Innovating for Health". The purpose of the company is to take social responsibility and produce innovation, new technologies and analysis systems for use in medicine, research institutions and industry, helping to promote research and diagnostics and to improve the quality of life of people by means of preventing disease, human suffering and financial loss. We are committed to social responsibility and it is our duty to spread knowledge about the Group 1 human carcinogen, acetaldehyde, and innovate and develop the marketing and availability of our products and services. Biohit is headquartered in Helsinki and its subsidiaries are located in China and the United Kingdom. Since 1999, Biohit's Series B shares (BIOBV) have been listed in the NASDAQ OMX Helsinki Oy Small cap/Healthcare sector.
Euroclone S.p.A in brief
Euroclone S.p.A. was founded in 1985 by a group of Managers active in the biomedical field and is currently active worldwide in the following areas: Biotechnology: Cell Biology, Cytogenetics, Genomics, Proteomics, Immunology and airborne contamination control systems (Bio Air).Diagnostics: Human, Agrofood and Veterinary. Medical Sector: General Surgery, Surgery, Laparoscopy, Neurosurgery, O.R.L., Meshes for Laparocele and Hernia. The company mission involves constant product scouting on the international marketplace to supply the latest technology advancements to the scientific community. Euroclone S.p.A. has put in place numerous strategic co-operations with many Research Institutions in Europe. The development and production of innovative solutions, a Product Management and Sales team both professional and highly motivated, together with efficient Customer care, have consolidated the presence of Euroclone S.p.A. domestically and internationally. Customer satisfaction is the driving force behind the entire company structure and investment planning. Euroclone S.p.A. is a shareholder of Labosystem S.r.l.: leading manufacturer of laboratory furniture. Euroclone S.p.A. Quality Assurance obtained in June 2003 the UNI EN ISO 9001:2000 Quality System Certification and subsequently in June 2008 the UNI EN ISO 13485:2003 Certification.
Additional information about the GastroPanel examination:
Biohit Oyj has developed the GastroPanel biomarker tests, a unique blood sample examination for the screening and diagnosis of Helicobacter pylori infection and damage or dysfunction of the mucous membrane (atrophic gastritis) of the stomach. Unlike the H. pylori examinations still being used (13C urea breath test and stool antigen test), the GastroPanel tests reliably detect the H. pylori infection, the typically asymptomatic condition atrophic gastritis, and associated risks, including cancer.
The April 2012 Maastricht IV consensus report of the European Helicobacter Pylori Study Group recommends blood sample biomarker tests as a reliable method of diagnosis of diseases of the stomach mucosa and associated risk conditions. Researchers recommend biomarker tests for the diagnosis and follow-up of Helicobacter pylori infection and especially for atrophic gastritis that causes achlorhydric stomachs, as well as to the screening of asymptomatic patients. The report emphasises the fact that H. Pylori eradication therapy does not cure precancerous gastric conditions. This is why gastroscopy and biopsy examinations are recommended at regular intervals of 2-3 years for patients with moderately severe or severe atrophic gastritis. Without gastroscopy and biopsy examination, atrophic gastritis in the entire stomach (precancerous condition) and its location can only be diagnosed with a GastroPanel biomarker test.
The international Healthy Stomach Initiative group's 16 gastroenterology experts from 12 countries came to the same conclusions. Biomarker tests can be used to diagnose and screen atrophic gastritis and related risks in both asymptomatic patients and patients with abdominal discomfort (www.biohithealthcare.com: Investors/ Stock Exchange Releases: 17/02/2012 Biohit Oyj’s GastroPanel biomarker test recommended). According to the taskforce, GastroPanel biomarker tests, unlike the Helicobacter pylori examination tests still in use, reliably diagnose the most significant risk conditions of the acid-free stomach (atrophic gastritis). With the help of the GastroPanel test, patients can be referred to appropriate further examinations, therapy and treatment. At the same time it is also possible to reliably diagnose patients who have a “healthy” stomach, i.e. patients who do not have H. pylori infection and/or atrophic gastritis.
An IARC (WHO agency on cancer research) classification of October 2009 states that acetaldehyde in alcoholic beverages and naturally generated in alcohol is a group 1 carcinogen and is therefore as carcinogenic as H. pylori, asbestos, formaldehyde and benzene. GastroPanel biomarker tests reliably detect an anacidic stomach which is the major risk factor of gastric cancer. In addition, recent studies show that acetaldehyde generated in an anacidic stomach is a significant reason for gastric and oesophageal cancer risk associated with the condition. Microbes from the mouth can colonise an acid-free stomach and produce carcinogenic acetaldehyde from sugar and alcohol. According to gene studies this is one of the major risk factors of gastric and oesophageal cancer. The risk can be reduced with the help of another Finnish innovation - prescription-free Acetium capsules, which are taken during food and alcohol consumption, to bind (neutralise) carcinogenic acetaldehyde in the stomach.
Literature:
1. Malfertheiner P et al. Management of Helicobacter pylori infection--the Maastricht IV/ Florence Consensus Report. http://gut.bmj.com on May 18, 2012. European H. pylori Study Group, ESPSG.
2. Agréus L et al. Rationale in diagnosis and screening of atrophic gastritis with stomach-specific plasma biomarkers. Scand J Gastroenterol 2012;47:136-47.
3. World Health Organisation WHO, 2009. www.iarc.fr/en/media-centre/pr/2009/pdfs/pr196_E.pdf.