bioMérieux makes strategic investment in Oxford Nanopore

Oxford, UK and Marcy-l’Étoile, France, 19 October 2023. Oxford Nanopore Technologies plc (LSE: ONT) (“Oxford Nanopore”), the company delivering a new generation of nanopore-based molecular sensing technology, and bioMérieux SA, a world leader in the field of in vitro diagnostics (“IVD”) today announce that bioMérieux is making an immediate £70M investment in Oxford Nanopore.

In addition, bioMérieux expects to make further market purchases of Oxford Nanopore’s shares from time to time, up to a further 3.5% of Oxford Nanopore’s shares, subject to availability and price.  

The investment strengthens the relationship between the two companies, further aligning with Oxford Nanopore’s increasing focus on clinical markets through a partnership announced in April this year. This investment will support development for products in Oxford Nanopore’s portfolio to serve IVD markets in conjunction with bioMérieux’s commitment to advancing global public health. 

Through this partnership and this investment, the two companies intend to leverage Oxford Nanopore’s ground-breaking nanopore-based IVD solution and bioMérieux’s IVD expertise in R&D, Regulatory, Medical and Market Access. As part of the transaction, the two companies will establish an IVD Advisory Board to advance nanopore technology into routine clinical use.

Nanopore-based sequencing is a novel technology that enables analysis of long DNA or RNA fragments. It works by monitoring changes to an electrical current as nucleic acids are passed through a protein nanopore. The resulting signal is decoded to provide the specific DNA or RNA sequence. The unique real-time, scalable features and advances in single-nucleotide sequencing accuracy of this technology make it ideal for the rapid and cost-effective characterization of pathogens in clinical samples.

Together, the companies are driving to meet a significant unmet need in the clinical and diagnostic markets– an opportunity where nanopore sequencing is uniquely suited to deliver impact where information-rich, rapid, accessible, and affordable sequencing are critical. 

Oxford Nanopore reconfirms its guidance to be adjusted EBITDA breakeven by the end of 2026. 

Gordon Sanghera, Oxford Nanopore Technologies Chief Executive Officer, commented: “With bioMérieux's strategic investment and our shared commitment to innovation, we are poised to accelerate the development of nanopore-based IVD solutions. This investment will enable us to deliver rapid, accessible, and affordable clinical tools more quickly to address unmet needs and improve healthcare worldwide.”

Pierre Boulud, bioMérieux CEO, commented: “This investment will reinforce our existing partnership with Oxford Nanopore and provide more resources for the development of innovative IVD solutions. Drawing on our six decades of expertise in the in vitro diagnostic space, we consider that the new generation of sequencing technology developed by Oxford Nanopore holds promise to answer future diagnostic needs and will further improve patient care, in particular against the ever-growing infectious diseases threat.”

Transaction Structure

• bioMérieux has agreed to subscribe for 29,025,326 ordinary shares (which equates to 3.5% of Oxford Nanopore’s voting rights as at 13 October 2023) in Oxford Nanopore at a subscription price of 238.08p per share (the “Subscription”), conditional only upon Admission (as defined below) occurring. This represents a total investment of nearly £70 million.
• Applications will be made to the Financial Conduct Authority and the London Stock Exchange for the shares issued pursuant to the Subscription to be admitted to the standard listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange (“Admission”).
• Admission is expected to occur on Monday 23 October 2023.
• The Subscription price of 238.08p per share is equal to the 6-month volume weighted average price as at 13 October 2023. 

As part of the Subscription, subject to certain customary exceptions, bioMérieux undertakes to:

• For a period of 5 years, not acquire or agree to acquire any interests in Oxford Nanopore’s shares which would result in it and its affiliates having an interest exceeding 9.9% of the issued share capital of Oxford Nanopore (provided that this restriction shall be suspended for so long as Oxford Nanopore is in an offer period (included in the Definitions of the City Code on Takeovers and Mergers (the “Code”)), and in the case of an offer period which is commenced by an announcement under Rule 2.4 of the Code, for a one month period after the cessation of such offer period);
• not dispose of any shares in Oxford Nanopore for 12 months, subject to certain limited exceptions; and
• comply with certain orderly marketing obligations for a period of four years after expiry of the 12-months lock-up period, subject to certain limited exceptions.