Avid Bioservices, Inc. (NASDAQ: CDMO) (“Avid” or the “Company”), a
dedicated biologics contract development and manufacturing
organization (“CDMO”) working to improve patient lives by providing
high quality development and manufacturing services to
biotechnology and pharmaceutical companies, today announced the
expiration of the waiting period under the Hart-Scott-Rodino
(“HSR”) Antitrust Improvements Act of 1976 with respect to the
previously announced agreement for Avid to be acquired by GHO
Capital Partners LLP ("GHO") and Ampersand Capital Partners
(“Ampersand”).
“With this milestone behind us, we are one step closer to
completing this transaction and delivering significant, immediate
and certain value to our stockholders,” stated Nick Green,
president and CEO of Avid Bioservices. “We continue to firmly
believe the transaction is in the best interest of all Avid
stockholders and we encourage stockholders to vote FOR the
transaction today.”
The transaction remains on track to occur in the first quarter
of 2025, subject to Avid stockholder approval and satisfaction of
other customary closing conditions.
Advisors
Moelis & Company LLC is serving as exclusive financial
advisor to Avid, and Cooley LLP is serving as legal counsel to
Avid.
About Avid Bioservices, Inc.
Avid Bioservices (NASDAQ: CDMO) is a dedicated CDMO focused on
development and CGMP manufacturing of biologics. The Company
provides a comprehensive range of process development, CGMP
clinical and commercial manufacturing services for the
biotechnology and biopharmaceutical industries. With more than 30
years of experience producing biologics, Avid's services include
CGMP clinical and commercial drug substance manufacturing, bulk
packaging, release and stability testing and regulatory submissions
support. For early-stage programs the Company provides a variety of
process development activities, including cell line development,
upstream and downstream development and optimization, analytical
methods development, testing and characterization. The scope of our
services ranges from standalone process development projects to
full development and manufacturing programs through
commercialization. www.avidbio.com
ADDITIONAL INFORMATION AND WHERE TO FIND
IT
The Company has filed a proxy statement with the
U.S. Securities and Exchange Commission (“SEC”) with respect to a
special meeting of stockholders to be held in connection with the
proposed transaction. Promptly after filing the definitive proxy
statement with the SEC, the Company mailed the definitive proxy
statement and a proxy card to each stockholder entitled to vote at
the special meeting to consider the proposed transaction.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may
obtain, free of charge, the preliminary and definitive versions of
the proxy statement, any amendments or supplements thereto, and any
other relevant documents filed by the Company with the SEC in
connection with the proposed transaction at the SEC’s website
(http://www.sec.gov). Copies of the preliminary and definitive
versions of the proxy statement, any amendments or supplements
thereto, and any other relevant documents filed by the Company with
the SEC in connection with the proposed transaction will also be
available, free of charge, at the Company’s investor relations
website (https://ir.avidbio.com/sec-filings). The information
provided on, or accessible through, our website is not part of this
press release, and therefore is not incorporated herein by
reference.
PARTICIPANTS IN THE
SOLICITATION
The Company and certain of its directors,
executive officers and employees may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Information regarding the Company’s directors and
executive officers is available in the Company’s proxy statement
for the 2024 annual meeting of stockholders, which was filed with
the SEC on August 28, 2024 (the “Annual Meeting Proxy Statement”).
Please refer to the sections captioned “Security Ownership of
Certain Beneficial Owners, Directors and Management,” “Director
Compensation,” and “Executive Compensation-Outstanding Equity
Awards at Fiscal Year-End” in the Annual Meeting Proxy Statement.
To the extent holdings of such participants in the Company’s
securities have changed since the amounts described in the Annual
Meeting Proxy Statement, such changes have been reflected on
Initial Statements of Beneficial Ownership on Form 3 or Statements
of Change in Ownership on Form 4 filed with the SEC: Form 4, filed
by Nicholas Stewart Green on October 11, 2024, Form 4, filed by
Richard A. Richieri on October 11, 2024, Form 4, filed by Matthew
R. Kwietniak on October 11, 2024, and Form 4, filed by Matthew R.
Kwietniak on October 15, 2024. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the definitive proxy statement and other relevant
materials with the SEC in connection with the proposed transaction.
Free copies of the Annual Meeting Proxy Statement, the definitive
proxy statement related to the proposed transactions and such other
materials may be obtained as described in the preceding
paragraph.
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking
statements” which include, but are not limited to, all statements
that do not relate solely to historical or current facts, such as
statements regarding the Company’s expectations, intentions or
strategies regarding the future, or the completion or effects of
the proposed sale of Avid to GHO and Ampersand. In some cases,
these statements include words like: “may,” “might,” “will,”
“could,” “would,” “should,” “expect,” “intend,” “plan,”
“objective,” “anticipate,” “believe,” “estimate,” “predict,”
“project,” “potential,” “continue” and “ongoing,” or the negative
of these terms, or other comparable terminology intended to
identify statements about the future. These forward-looking
statements are subject to the safe harbor provisions under the
Private Securities Litigation Reform Act of 1995. The Company’s
expectations and beliefs regarding these matters may not
materialize. Actual outcomes and results may differ materially from
those contemplated by these forward-looking statements as a result
of uncertainties, risks, and changes in circumstances, including
but not limited to risks and uncertainties related to: the timing,
receipt and terms and conditions of any required governmental and
regulatory approvals of the proposed transaction that could delay
the consummation of the proposed transaction or cause the parties
to abandon the proposed transaction; the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement entered into in connection with
the proposed transaction; the possibility that the Company’s
stockholders may not approve the proposed transaction; the risk
that the parties to the merger agreement may not be able to satisfy
the conditions to the proposed transaction in a timely manner or at
all; risks related to disruption of management time from ongoing
business operations due to the proposed transaction; the risk that
any announcements relating to the proposed transaction could have
adverse effects on the market price of the Company’s common stock;
the risk of any unexpected costs or expenses resulting from the
proposed transaction; the risk of any litigation relating to the
proposed transaction; and the risk that the proposed transaction
and its announcement could have an adverse effect on the ability of
the Company to retain and hire key personnel and to maintain
relationships with customers, vendors, partners, employees,
stockholders and other business relationships and on its operating
results and business generally. Additional risks and uncertainties
that could cause actual outcomes and results to differ materially
from those contemplated by the forward-looking statements are
included under the caption “Risk Factors” and elsewhere in the
Company’s most recent filings with the SEC, including the Company’s
Quarterly Report on Form 10-Q for the quarter ended October 31,
2024 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K
filed with the SEC from time to time and available at
http://www.sec.gov.
The forward-looking statements included in this information
statement are made only as of the date hereof. The Company assumes
no obligation and does not intend to update these forward-looking
statements, except as required by law.
Contacts:
Avid Bioservices
Stephanie Diaz (Investors)Vida Strategic
Partners415-675-7401sdiaz@vidasp.com
Tim BronsVida Strategic
Partners415-675-7402tbrons@vidasp.com
Bob Marese / John Bryan (Investors)MacKenzie Partners,
Inc.1-800-322-2885proxy@MacKenziePartners.com
Aaron Palash / Allison Sobel (Media)Joele Frank, Wilkinson
Brimmer Katcher(212) 355-4449
Avid Bioservices (NASDAQ:CDMOP)
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