Acquisition Establishes MorphoSys as Largest European Research Antibody Supplier
MorphoSys AG (Frankfurt Stock Exchange: MOR; Prime Standard Segment, TecDAX) today announced the acquisition of privately held Serotec group. The acquisition of Serotec, a renowned and internationally-active supplier of research antibodies, more than triples MorphoSys' existing Research Antibody Segment revenues and establishes the Company as the leading supplier of research antibodies and antibody research technologies in Europe. The purchase price of approximately GPB 20 million (approx. EUR 29.3 million) will be paid via approximately GPB 14 million (approx. EUR 20.5 million) cash and through the issuance of 208,560 new MorphoSys shares from a capital increase against contribution in kind. Serotec provides MorphoSys with a strong distribution network including subsidiaries and sales offices in the U.S., U.K., Germany, France and Scandinavia. It is intended that Serotec becomes a wholly owned subsidiary of MorphoSys AG and integrated within MorphoSys' existing research antibody business represented to date by the Biogenesis and Antibodies by Design brands. All three research antibody business units will operate under the umbrella brand AbD - Antibodies Direct.
In January 2005 MorphoSys announced the acquisition of U.K.- and U.S.-based Biogenesis group. The acquisition of Biogenesis was a first strategic step to expand the research antibody unit by adding a comprehensive catalogue antibody and contract antibody manufacturing business and today's announcement represents a further development of this same strategy.
Serotec, founded in 1982, markets a substantial product portfolio of more than 4,600 research antibodies and reagents for use in research areas such as Immunology, Neurology, Cell Biology and Histology. Consolidated Sales of Serotec group in 2005 amounted to approximately EUR 11 million. With this acquisition, MorphoSys adds sales offices in France and Scandinavia, and bolsters its existing presence in Germany, the U.K. and U.S.A. The goal of the enlarged research antibody unit is to leverage its research and sales capabilities globally. MorphoSys sees potential for significant revenue and cost synergies.
MorphoSys's present Management Board will retain their present positions in the enlarged MorphoSys group. The research antibodies unit will be led by Dieter Lingelbach, Senior Vice President at MorphoSys AG, with former Serotec management remaining in place to support the integration process. Serotec group currently employs approximately 80 people, mostly in R&D and Sales & Marketing.
"Today's transaction will accelerate MorphoSys's growth in the research antibody space and gives us a leading position in this market," commented Dr. Simon Moroney, Chief Executive Officer of MorphoSys AG. "The acquisition and integration of Biogenesis in 2005 marked a significant step in our strategy to penetrate new markets for our proprietary HuCAL® technology. With the acquisition of Serotec, MorphoSys further develops this strategy and gains critical mass for our research antibody business."
"Its broad customer base and strong position within the research antibody market makes Serotec a very attractive company for MorphoSys," says Dieter Lingelbach, Senior Vice President at MorphoSys AG and head of the research antibody businesses. "Serotec's diverse product portfolio and its leading position in the anti CD marker antibodies segment are the perfect addition to our current offering."
"We are very excited to join the MorphoSys group as part of the expanding research antibody unit," commented Ed Bernard, Founder and Chairman of Serotec. "As before, Serotec's mission will be to provide researchers with superior antibody tools, such as HuCAL®, that allow us to keep pace with the ever-changing demands of the market. Combining forces with MorphoSys is the perfect fit to achieve this goal."
MorphoSys will hold a public conference call on Thursday, January 12, 2006 at 10:30 CET to discuss the news release. Dial-in number for the Conference Call: +49 (0)69 2222 2246 (listen only). Please dial in 10 minutes before the beginning of the conference.
After the conference, a replay of the conference call will be available on www.morphosys.com.
MorphoSys develops and applies innovative technologies for the production of synthetic antibodies which accelerate drug discovery and target characterization. Founded in 1992, the Company's proprietary Human Combinatorial Antibody Library (HuCALÃ¢) technology is used by researchers worldwide for human antibody generation. The Company currently has licensing agreements and/or research collaborations with Bayer (Berkeley, California/USA), Boehringer Ingelheim (Ingelheim, Germany), Bristol-Myers Squibb (New Jersey/USA), Centocor Inc. (Malvern, Pennsylvania/USA), GPC Biotech AG (Munich/Germany), Hoffmann-La Roche AG (Basel/Switzerland), ImmunoGen Inc. (Cambridge, Massachusetts/USA), Merck & Co., Inc. (New Jersey/USA), Novartis AG (Basel, Switzerland), Novoplant GmbH (Gatersleben, Germany), Pfizer Inc. (Delaware/USA), ProChon Biotech Ltd. (Rehovot/Israel), Schering AG (Berlin/Germany), Shionogi & Co., Ltd. (Osaka/Japan), Xoma Ltd. (Berkeley, California/USA) and others. Additionally, MorphoSys is active in the antibody research market through its Antibodies by Design business unit. Antibodies by Design was founded in 2003 for the purpose of exploiting the MorphoSys non-therapeutic antibody markets. MorphoSys' activities in the research antibody segment were significantly strengthened through the acquisition of the U.K. and U.S.-based Biogenesis Group in January 2005. For further information please visit the corporate website at: www.morphosys.com/.
Serotec was founded in 1982 with the aim to provide antibodies developed in laboratories quickly to researchers worldwide. As research areas change, Serotec is able to provide the latest reagents through its extensive distribution network, to clients throughout the world. The company headquarters are situated in Oxford, UK. The company has subsidiaries in the USA, Germany, France, Scandinavia and is now supplying researchers directly in Belgium, the Netherlands and Luxembourg supplemented by a wide network of international distributors ensuring prompt delivery, and the highest standards of technical and sales support. Serotec has become one of the world's leading antibody manufacturers. For further information please visit the corporate website at: http://www.serotec.com/.
MOR PR Serotec
Statements included in this press release which are not historical in nature are intended to be, and are hereby identified as, "forward-looking statements" for purposes of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words including "anticipates", "believes", "intends", "estimates", "expects" and similar expressions. The company cautions readers that forward-looking statements, including without limitation those relating to the company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. Factors that may affect future operations and business prospects include, but are not limited to, clinical and scientific results and developments concerning corporate collaborations and the company's proprietary rights and other factors described in the prospectus relating to the company's recent public offering.
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