공시 • Feb 05
Funds managed by GHO Capital Partners LLP and Ampersand Management LLC completed the acquisition of Avid Bioservices, Inc. (NasdaqCM:CDMO) from a group of shareholders.
Funds managed by GHO Capital Partners LLP and Ampersand Management LLC entered into Letter of intent to acquire Avid Bioservices, Inc. (NasdaqCM:CDMO) from a group of shareholders on June 5, 2024. Funds managed by GHO Capital Partners LLP and Ampersand Management LLC entered into a definitive merger agreement to acquire Avid Bioservices, Inc. (NasdaqCM:CDMO) from a group of shareholders for approximately $850 million on November 6, 2024. Under the terms of the merger agreement, GHO and Ampersand would acquire all the outstanding shares held by Avid’s stockholders for $12.5 per share in cash, for a transaction valued at approximately $1.1 billion. Upon completion of the transaction, Avid common stock will no longer be listed on any public stock exchange. The Company will continue to operate under the Avid name and brand. Sell side termination fee is $32 million and buy side termination fee is $64 million. The transaction is subject to subject to customary closing conditions, including expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act, approval by Avid’s stockholders and receipt of required regulatory approvals. As of December 30, 2024, Avid Bioservices announced the expiration of the waiting period under the Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976 with respect to the transaction. The transaction is not subject to a financing condition. The deal has been unanimously approved by the Avid Board of Directors. The Board of Directors GHO and Ampersand also approved the agreement. The expected completion of the transaction is first quarter of 2025. As of November 14, 2024, Punch and Associates Investment Management, Inc. sent a letter today to the Board of Directors of Avid Bioservices announcing its intention to vote AGAINST the proposal. The current offer gives no value to idle production capacity, medium-term earnings power, or net operating losses. The transaction will be funded with equity financing of $1,120,000,000 and a $165 million term loan. As of January 30, 2025, Avid Bioservices held a special meeting of stockholders where the transaction was approved by target shareholders. With the stockholder approval, all closing conditions, other than those to be satisfied at closing, have been met and regulatory approvals have been received, and the Company therefore expects the transaction to close in the coming days.
Moelis & Company LLC acted as financial advisor as well as fairness opinion provider and Bill Sorabell, Matthew Silverman, Barbara Mirza, Austin Holt, Howard Morse, Kathy O’Neill, Phil Mitchell, Todd Gluth, Christophe Beauduin, Koji Fukumura and Peter Adams of Cooley LLP acted as legal advisors for Avid Bioservices, Inc. Timothy A. Castelli, Neill P. Jakobe, Andrew T. Pomranke, Zachary R. Blume, Sarah Young, Jennifer M. Cormier, Elaine B. Murphy, Emily M. Karlberg, Edward R. McNicholas, Joshua Oyster, Christina Bergeron, Brendan C. Hanifin, Samer M. Musallam, Ruchit Patel (London) and Peter A. Alpert of Ropes & Gray LLP acted as legal advisors for Ampersand Management LLC and GHO Capital Partners LLP. William Blair & Company, L.L.C acted as financial advisor to Ampersand Management LLC and GHO Capital Partners LLP. Alvarez & Marsal served as financial advisors to GHO and Ampersand. Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent and Bob Marese and John Bryan of MacKenzie Partners, Inc. acted as proxy solicitor to Avid Bioservices, Inc. Avid Bioservices, Inc. paid $3,000,000 for its fairness advisory role and $22,800,000 for its financial advisory role to Moelis & Company LLC. Avid Bioservices, Inc. paid $25,000 to MacKenzie Partners, Inc. for its proxy solicitor advisory role.
Funds managed by GHO Capital Partners LLP and Ampersand Management LLC completed the acquisition of Avid Bioservices, Inc. (NasdaqCM:CDMO) from a group of shareholders on February 5, 2025. Avid Bioservices's common stock has ceased trading and will be delisted from Nasdaq.