Biohit Oyj Stock Exchange Release January 5, 2016 at 3:30 pm local time (EET)
Biohit Oyj and Genetic Analysis AS have signed a share exchange agreement through which Biohit Oyj acquires ownership of 18 % of shares in the company. In addition to this the companies have signed a distribution agreement giving Biohit Oyj a right to sell Genetic Analysis AS’s Dysbiosis Test globally under the Biohit brand and exclusively in Finland and in China. In the future, Genetic Analysis will also operate as a distributor to Biohit Oyj’s products and services in Norway.
Genetic Analysis AS is a Norwegian molecular diagnostic company with core competence in mapping of colon microbiota i.e. microbial flora. The company has invested significantly in product development and is expected to begin the FDA application process for its product in 2016 in the United States. Following the share exchange and the distribution agreement, Biohit gains a new diagnostic test in its portfolio based on patented gene technology. With the Dysbiosis test, an imbalance in the gut microbiota can be identified, which in turn can be involved in major diseases (IBD i.e. inflammatory bowel disease and Crohn’s disease). Identifying the microbiota imbalance and mapping the bacteria is, in many diseases, key in providing successful treatment to the patient. The Dysbiosis test is CE marked, launched and it has a marketing authorization in Europe.
In consideration for ownership of 18 % of Genetic Analysis AS, Biohit Oyj will issue 350,000 pcs of new Biohit Oyj’s series B shares. These shares include a transfer restriction ending on 30 th of June 2017. However, upon fulfillment of certain contractual conditions Genetic Analysis AS is permitted to transfer 150.000 pcs of the series B shares within one year of the fulfillment of the condition. The shares produce the right to dividends as well as other shareholder rights in Biohit Oyj and accordingly in Genetic Analysis AS as of the date of the registration with the Trade Register. Biohit Oyj’s Board of Directors has received the required issue authorization from the General Meeting on April 14, 2014. Execution of the share exchange requires authorization by the Genetic Analysis AS General Meeting. The registration for Biohit Oyj series B shares is estimated to take place within two weeks after the decision of the Genetic Analysis’ General Meeting, but no later than the end of February 2016.
As a result of the share issue, the total number of Biohit Oyj shares increases to 14,698,533 shares (14,348,533) and the number of B-shares to 11,723,033 shares (11,373,033) . The company's share capital remains unchanged at 2,350,350.81 euros . The new shares correspond to a 2.4% share of Biohit’s total outstanding shares and a 0.49% share of voting rights after the registration.
CEO Semi Korpela, Biohit Oyj: "The gut microbiota plays a central role in human health. The Genetic Analysis Dysbiosis test complements well the Biohit product offering. Genetic Analysis AS will benefit from Biohit’s well-established partner and distribution network in key geographical areas such as China, while Biohit gains a promising cutting edge technology product in its growing portfolio.”
CEO Ronny Hermansen, Genetic Analysis AS: “Biohit has products promoting disease prevention and saving health care costs. Through the agreement with Biohit, we expand our product portfolio further, secure a faster commercialization in Eastern Europe and Asia, especially in China, and are well-positioned for fast growth in 2016. Through Genetic Analysis, Biohit will get a strong addition to its product portfolio, a dedicated distribution partner in Norway for its products, and access to key competence like the Genetic Analysis Scientific Advisory Board, consisting of key opinion leaders within the gastroenterological field in the Nordic countries as well as Central Europe."
Additional information: CEO Semi Korpela, Biohit Oyj tel. +358 9 773 861 investor.relations@biohit.fi www.biohithealthcare.com
Biohit in brief
Biohit Oyj is a globally operating Finnish biotechnology company. Biohit’s mission is “Innovating for Health” – we produce innovative products and services to promote research and early diagnosis. Biohit is headquartered in Helsinki, Finland, and has subsidiaries in Italy and the UK. Biohit's Series B share (BIOBV) is quoted on Nasdaq Helsinki in the Small cap/Healthcare group. www.biohithealthcare.com
Genetic Analysis AS in brief
Genetic Analysis has developed and launched the first bacterial gene-based clinical test for the mapping and diagnosis of diseases related to dysbiosis and imbalances in the digestive system. The company markets the GA-map™ technology to three market segments: commercial routine clinical testing, pharma companies and the research market. Genetic Analysis was established in 2008 and is based on research done by Professor Knut Rudi and Nofima Mat in Ås, Norway. www.genetic-analysis.com/
