Announcement • Nov 22
Recursion Pharmaceuticals, Inc. (NasdaqGS:RXRX) completed the acquisition of Exscientia plc (NasdaqGS:EXAI).
Recursion Pharmaceuticals, Inc. (NasdaqGS:RXRX) entered into a transaction agreement to acquire Exscientia plc (NasdaqGS:EXAI) for approximately $650 million on August 8, 2024. Under the terms of the transaction agreement, which were unanimously approved by the boards of directors of both companies, Exscientia shareholders will receive 0.7729 shares of Recursion Class A common stock for each Exscientia ordinary share they own, with fractional shares paid in cash. Based on the fixed exchange ratio, Recursion shareholders will own approximately 74% and Exscientia shareholders will own approximately 26% of the combined company, in each case assuming no additional issuance by either company before closing. Major shareholders of each company, including holders of more than 40% of Exscientia shares, have entered into agreements on customary terms and conditions under which they have agreed to vote all their shares in favor of the transaction. There is approximately $850 million in cash and cash equivalents held by both companies at the end of Q2 2024. The combined company is estimated to achieve annual synergies of approximately $100 million with a cash runway extending into 2027. Under the Transaction Agreement, following the effective time of the Scheme of Arrangement (the “ Effective Time ”), each ordinary share in Exscientia (each a “ Scheme Share ”) shall be transferred from the holders of the Scheme Shares (each a “ Scheme Shareholder ”) to the Company (or as it directs, in the case of Exscientia’s ADSs (as defined below), to a nominee) in exchange for 0.7729 shares of Class A Common Stock of the Company, par value of $0.00001 per share (the “ Share Deliverable ” and collectively the “ Exchange Shares ”, and the ratio that each Share Deliverable bears to each Scheme Share being the “ Exchange Ratio ”). Exscientia will be required to make a payment to the Company equal to $6.88 million if the Transaction Agreement is terminated in certain and Recursion Pharmaceuticals will be required to make a payment to Exscientia equal to $58.77 million if the Transaction Agreement is terminated in certain. The combined company, which will be named Recursion, will continue to be headquartered in Salt Lake City, Utah, and trade on the NASDAQ, while maintaining a significant presence in the U.K. Chris Gibson, Ph.D., Co-Founder & CEO of Recursion, will serve as Chief Eexecutive Officer of the combined company and David Hallett, Ph.D., Interim Chief Executive Officer & Chief Scientific Officer of Exscientia, plans to join the combined company as Chief Scientific Officer. Two existing Exscientia directors will join the Board of Recursion following the closing of the transaction.
The respective obligations of the Company and Exscientia to consummate the Transaction are subject to the satisfaction or waiver of a number of conditions, including: (i) approvals by Exscientia’s shareholders of the Scheme of Arrangement and certain related matters, and sanction by the High Court of Justice of England and Wales (the “ Court ”) of the Scheme of Arrangement; (ii) approval by the Company’s stockholders of the issuance of the Exchange Shares; (iii) receipt of certain regulatory approvals, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) compliance by the other party in all material respects with such other party’s obligations under the Transaction Agreement; (v) accuracy of the other party’s representations and warranties, subject to certain materiality standards set forth in the Transaction Agreement; (vi) the absence of any law or order that enjoins, prevents, prohibits, or makes illegal the consummation of the Transaction; and (vii) the Exchange Shares issuable in the Transaction having been approved for listing on Nasdaq. The combination is expected to be implemented through a court sanctioned scheme of arrangement under English law and is subject to the satisfaction of customary closing conditions, including the approval of Exscientia shareholders, the approval of Recursion’s stockholders, the sanction of the High Court of Justice of England and Wales, and the receipt of required regulatory approvals. The board of directors of Exscientia and Recursion Pharmaceuticals have unanimously approved the transaction. Subject to the satisfaction or waiver of the closing conditions, the transaction is expected to close by early 2025. As of August 28, 2024, Evotec SE a shareholder of Exscientia that holds or controls approximately 11% of the total outstanding share capital of Exscientia as of the date of the Transaction Agreement, executed a deed of irrevocable undertaking pursuant to which Evotec agreed to, among other things, and subject to the terms and conditions set forth in the Evotec Undertaking, vote all of the shares in Exscientia held by Evotec at the time of the relevant Exscientia shareholder meetings in favor of all resolutions to approve and give effect to the Scheme of Arrangement and certain related matters. As of November 12, 2024, shareholders of Exscientia and the High Court of Justice in England and Wales have considered approval for the Scheme of Arrangement. shareholders of Recursion has approved the transaction. The transaction is expected to close on November 20, 2024 subject to the satisfaction or waiver of the remaining customary closing conditions. On November 19, 2024, the Court issued an order sanctioning the Scheme of Arrangement.
Centerview Partners LLC acted as financial advisor and provided fairness opinion to Exscientia. Matthew Appleton and Nick Withers of Allen & Company LLC acted as acted as financial advisor and provided fairness opinion to Recursion. Matthew Appleton and Nick Withers of Allen Overy Shearman Sterling LLP and Clare O’Brien and Christopher Glenn of Allen Overy Shearman Sterling US LLP acted as legal advisor to Exscientia. Patrick Schultheis; Robert T. Ishii; Remi P. Korenblit and Brendan Ripley Mahan of Wilson Sonsini Goodrich & Rosati, Professional Corporation and David Pudge; Katherine Moir of Clifford Chance LLP acted as legal advisor to Recursion. Citibank, N.A. acted as depository bank to Exscientia.
Recursion Pharmaceuticals, Inc. (NasdaqGS:RXRX) completed the acquisition of Exscientia plc (NasdaqGS:EXAI) on November 20, 2024.