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Who is GHO? Who is Ampersand? Why are they the right partners for Avid?
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GHO and Ampersand are outstanding partners for Avid Bioservices:
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With a transatlantic focus, GHO brings a collaborative approach to partnering with great companies like ours. GHO’s mission is to support innovation to deliver
better, faster and more accessible healthcare to make a difference to patients, healthcare systems and society. GHO has a deep understanding of the CDMO sector and an impressive track record in helping businesses in our sector drive value.
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Ampersand is a healthcare and pharma-focused private equity firm with more than 30 years of experience dedicated to the life sciences sector.
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We have gotten to know both GHO and Ampersand well leading up to our agreement.
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It is clear that they have great respect for Avid as a trusted provider of biopharmaceutical development and manufacturing services, and they look forward to
supporting the Company in unlocking our full potential.
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2. |
Why did Avid enter into this transaction? Why now?
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In evaluating this transaction, our Board considered a range of alternatives and determined that it provides our stockholders significant, immediate and certain
cash value for their shares while best positioning the business for the future.
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The per share purchase price represents:
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A 13.8% premium to Avid’s closing share price of $10.98 on November 6, 2024, the last full trading day prior to the transaction announcement; and
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A 21.9% premium to the Company’s 20-day volume-weighted average share price for the period ended November 6, 2024.
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This transaction equates to an enterprise value of approximately $1.1 billion, a 6.3x multiple to consensus FY2025E revenue.
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GHO and Ampersand bring sector specialism, strong track record of unlocking value and significant industry experience, and with them we will be able to build on and
extend Avid’s commitment to producing the biologics that contribute to creating life-saving therapies.
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3. |
What does it mean to become a private company? What are the benefits?
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Becoming a private company means that, if the transaction is completed, Avid Bioservice’s stock will no longer be listed or traded on Nasdaq, and we will cease to
be an SEC-reporting company.
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This means we will effectively have two new owners instead of many public investors. This structure will provide us the flexibility to redirect resources toward our
business, instead of toward the requirements that come with being a public company.
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While this is a change in the Company’s ownership structure, we do not expect it to change our strategy or business priorities.
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Prior to closing, we will continue to operate the business as usual with a focus on meeting and exceeding the needs of our customers by providing them the service,
high-quality products and reliability they expect from us.
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What does this transaction mean for Avid team members?
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Fundamentally, this transaction is about building on Avid’s many strengths, including our talented employees. We believe this will result in even greater success
for our Company and our people over time.
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Avid stockholders, including employees who own stock, have the opportunity to receive significant, immediate and certain cash value for their shares.
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While our announcement is big news, it is important to keep in mind that until the transaction is completed it is business as usual.
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The best way that you can help is by staying focused on your day-to-day responsibilities and meeting and exceeding the needs of our customers by providing them the
service, high-quality products and reliability they expect from us.
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Until the transaction is closed, we will continue to operate as a publicly held company.
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5. |
What should I tell customers about the transaction?
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If customers have questions, you should assure them that it is business as usual, and their contracts and company contacts remain the same.
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You can note that we remain focused on meeting and exceeding the needs of our customers by providing them the service, high-quality products and reliability they
expect from us.
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It is important that you do not provide any information that is not publicly available and consistent with the information provided to you.
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6. |
What do I do if I am contacted by the media or other third parties?
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Please direct any inquiries from the media, stockholders or other external parties to Stephanie Diaz at [****].
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7. |
When will I receive more information? Who can I go to if I have any questions?
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If you have any questions, please send them to Demetrice Tillman at [****].
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We will keep you informed of developments as we move toward completing the transaction in the weeks and months ahead.
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The per share purchase price represents:
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A 13.8% premium to Avid’s closing share price of $10.98 on November 6, 2024, the last full trading day prior to the transaction announcement; and
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A 21.9% premium to the Company’s 20-day volume-weighted average share price for the period ended November 6, 2024.
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This transaction equates to an enterprise value of approximately $1.1 billion, a 6.3x multiple to consensus FY2025E revenue.
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In evaluating this transaction, our Board considered a range of alternatives and determined that it provides our stockholders significant, immediate and certain
cash value for their shares while best positioning the business for the future.
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The transaction is expected to close in the first quarter of 2025.
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The merger agreement was unanimously approved by the Avid Board of Directors.
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There is no financing condition or go-shop provision.
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It is subject to customary closing conditions, including approval by Avid’s stockholders and receipt of required regulatory approvals.
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The companies will continue to operate independently until the proposed transaction is finalized.
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Upon completion of the transaction, Avid common stock will no longer be listed on any public stock exchange.
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