CELLINK, one of the fastest-growing bioprinting technology companies, has entered into an agreement with the shareholders of Nanoscribe Holding GmbH, a pioneering German company focusing on the development of high-precision 3D printers based on Two-Photon Polymerization technology (2PP). As per the agreement, CELLINK will acquire all outstanding shares on a cash- and debt-free basis, and under the assumption that the working capital at closing equals the normalized working capital, to a purchase price of €34 million and approximately €16 million in earn-outs, in Nanoscribe.
Approximately thirty-five percent of the fixed purchase price of €34 million will be paid in newly issued shares of series B in CELLINK and the remaining part which consists of an earn-out will be paid cash. CELLINK’s Board of Directors will resolve to issue the Consideration Shares in accordance with the authorization from the Annual General Meeting held on April 26, 2021.
“With this strategic acquisition of Nanoscribe, we will further strengthen our market-leading position within the 3D bioprinting segment. With Nanoscribe’s state-of-the-art 2PP technology, we will complement our product portfolio and offer a wider range of products to our amazing customers. We are combining our strong, purpose-driven growth agenda with trailblazing converging technologies for the sake of improving health all around the world,” stated Erik Gatenholm, CEO, CELLINK.
Founded in 2007, by leading scientists and Ph.D. Students from Karlsruhe Institute of Technology (KIT), Nanoscribe is a pioneer in commercializing 2PP technology. The Company’s products are being used by customers in over 30 different countries worldwide, enabling customers to materialize their ground-breaking ideas. Nanoscribe will continue as part of CELLINK’s business area Bioprinting.
“We take pride in our state-of-the-art 2PP technology, offering our customers the tools to materialize their ground-breaking ideas. We are a vibrant, award-winning company that continuously strives to maintain our market-leading position, which has been achieved through close relationships with our customers. We very much look forward to joining the CELLINK Group and together explore the possibilities with the 2PP technique and deliver on the Group’s vision to create the future of medicine.” Martin Hermatschweiler, Co-founder, and CEO, Nanoscribe.
Through the strategic acquisition of Nanoscribe, the CELLINK Group will be able to offer 2PP products for a wide range of customer segments. Nanoscribe’s technology empowers cutting-edge science and drives industrial innovations in a wide variety of sectors such as bioprinting, microfluidics, micro-optics, micromechanics, biomedical engineering, and integrated photonics technologies. The life science industry is currently going through a very exciting transformation where many processes and technologies are being miniaturized to increase throughput and reduce cost, where the price of reagents is a major bottleneck for sequencing. One example is the sample preparation steps for single-cell genomics applications. With Nanoscribe’s technology, CELLINK ensures continued competitiveness in this transformation, enabling the miniaturization of devices for a wide range of applications, resulting in internal capabilities to further expand consumables offering across all business areas.
As the competition begins to emerge for Nanoscribe in the 2PP segment, the support of a larger group such as CELLINK is beneficial to ensure continued expansion. The CELLINK Group will now be the only company in the industry with internal 2PP additive manufacturing capabilities. Nanoscribe’s technology enables bioprinting of vascular microenvironments at a sub-cellular scale, suitable for cell studies and lab-on-a-chip applications, which is expected to contribute to the Groups’ product development, yielding additional recurring revenue through the fabrication of implants, microneedles, microporous membranes, and consumables for omics applications.
The Acquisition is in line with CELLINK’s bioconvergence strategy, complementing CELLINK’s cutting edge product offering and brings the Group further into the field of tissue and cellular structure printing. We have identified several strong synergies by combining CELLINK’s cutting-edge macro-structural bioprinting technology with Nanoscribe’s microstructural bioprinting technology for more realistic tissue architecture, including vascularization and cell support. Nanoscribe’s technology will enable a cross-functional adoption within all three business areas and enhance consumables product development and offerings.
The purchase price for all outstanding shares in Nanoscribe on a cash- and debt-free basis, and under the assumption that the working capital at closing equals the normalized working capital at closing, amounts to €34 million and approximately €16 million in earn-outs. The earn-out is paid based on the target fulfillment of financial targets for the fiscal years 2021–2023. Approximately thirty-five percent of the fixed purchase price of €34 million will be paid in newly issued shares of series B in CELLINK and the remaining earn-outs will be paid cash.
Nanoscribe is expected to generate €15.4 million of revenue in 2021 with a double-digit EBITDA margin.
The Acquisition’s completion and the transfer of Nanoscribe’s shares are expected to take place as soon as reasonably possible, provided that all conditions for completion are met.