• Earnings before interest and taxes of Continued Operations in 2016 increases by approx. €30 million
  • Biotest secures participation in future success of ADMA Biologics, Inc.
  • Biotest receives distribution rights of specified current product and a right of first offer for the distribution of future products of ADMA for Europe, Near and Middle East and selected Asian countries
  • Including one-time expenses Biotest will report a loss of € 80 million as Discontinued Operations

DREIEICH, Germany I January 23, 2017 I Biotest’s US subsidiary, Biotest Pharmaceuticals Corporation, Boca Raton, Florida, USA, (BPC), has entered into a definitive agreement with ADMA Biologics, Inc., Ramsey, New Jersey, USA, (ADMA) to sell certain assets of the US therapy business. Included in the assets to be transferred at closing are BPC’s plasma fractionation facility, its commercial products, contract manufacturing agreements as well as BPC’s Boca Raton, Florida headquarters and real properties.

Upon closing of this transaction, Biotest will receive equity interest in ADMA’s issued and outstanding capital stock in the form of 50% minus one share representing 25% of the voting rights. In addition, Biotest will:

• Receive two ADMA plasma centers in the USA on January 1, 2019

• Obtain distribution rights for ADMA’s innovative product (RI-002) and a right of first offer for the distribution of future ADMA developed plasma-based products in Europe, Near and Middle East and selected Asian countries

• Participate from the future development of products in the USA

As part of the transaction, Biotest will contribute €11.5 million in cash as well as a €14 million loan. The loan bears 6% interest and has a term of 5 years. In addition, Biotest will contribute up to €11.5 million towards a future capital increase of ADMA on equal terms as third party investors.

BPC will maintain its focus on its plasma operations business which includes 22 plasma centers located across the USA.

Due to an unforeseeable delay in the contractually required ramp up of the manufacturing of Bivigam® at the Boca Raton production site of BPC, Biotest and Kedrion Biopharma Inc., Fort Lee, New Jersey, USA (Kedrion Biopharma) mutually terminated the contract of the Bivigam® distribution agreement in the USA effective immediately.

Effective immediately, Biotest will report the US therapy business of BPC as Discontinued Operations. For the fiscal year 2016, Biotest expects this business unit to report a loss of approximately €80 million. This includes the loss of the therapy business, the depreciation of inventory and the impairment of the remaining goodwill, the expected expenses for the termination of the Kedrion Biopharma distribution agreement as well as re-structuring expenses.

The EBIT of the Continued Operations is expected to improve by approx. €30 million in the fiscal year 2016.

“Biotest and ADMA look forward to the closing of this promising transaction, which is anticipated to occur during the first half of 2017,” said Dr. Bernhard Ehmer, Chief Executive Officer and Chairman of the Board of Management of Biotest AG. “Given the Company’s significant experience in the plasma products industry, we are confident that ADMA is ideally suited to maximize the commercial potential of the acquired assets.”

This transaction is part of the Biotest Group strategy to limit risks, utilize competencies by developing partnerships and creating new options for future strategic development. After the closing of this transaction, Biotest will continue to have an equity ratio of almost 40%, will focus its resources on “Biotest Next Level”, the on-going manufacturing expansion project at Biotest’s headquarters located in Dreieich, Germany, and the successful expansion of its plasma center network.

The transaction, subject to customary closing conditions, including approval of ADMA’s shareholders, is expected to close during the first half of 2017.

SOURCE: Biotest