Carbios Acquires Limagrain Ingredients’ Entire Stake in the Capital of Carbiolice
The acquisition of Limagrain Ingredients shareholding in Carbiolice is consistent with our desire to strengthen value creation for our shareholders.
Regulatory News:
Carbios, (Paris:ALCRB) a company pioneering new bio-industrial solutions to reinvent the lifecycle of plastic and textile polymers, announced today the acquisition from Limagrain Ingredients of its entire stake in the capital of Carbiolice, a joint company created in 2016 around an enzymatic biodegradation technology licenced by Carbios.
The acquisition of Limagrain Ingredients’ equity stake in the capital of Carbiolice by Carbios, which took place on October 8, 2020, is paid for a minority portion in cash and for a majority portion through the issuance of new ordinary shares by Carbios, in accordance with the terms and conditions described below.
As a result of this acquisition, Carbios shows a solid financial structure, with a cash position of €34 million versus €13.9 million as of June 30th, 2020.
Given its financial situation, its projected operating expenses and the successful capital increase that took place in July 2020, Carbios should be able to cover its financial needs until the 4th quarter 2022.
This strategic transaction highlights the confidence in Carbiolice’s growth potential and Carbios’ intention to remain its long-term reference shareholder. It also reinforces Carbios' ambitions to position itself as the world leader in biological technologies for the end-of-life of plastics and synthetic fibers. In addition to the enzymatic recycling process developed in-house by Carbios, the PLA1 biodegradation technology implemented by Carbiolice will enable the commercialization of a new generation of plastics which is 100% compostable in domestic conditions, making it possible to achieve zero waste for certain flexible and rigid packaging, which by their nature cannot be recycled.
“The fruitful collaboration between Limagrain Ingredients and Carbios has enabled the development of an industrial biotech that is among the most innovative in Europe in the field of compostable packaging2. The acquisition of Limagrain Ingredients’ shareholding in Carbiolice is consistent with our desire to strengthen value creation for our shareholders. We are confident that this transaction will enable us to better prepare for the commercial launch of Evanesto® and the execution of our growth strategy,” said Jean-Claude Lumaret, Chief Executive Officer of Carbios.
Main features of the Offering3:
- Issue price: premium over the closing price of Carbios share on October 7, 2020;
- Number of shares: 100,000 representing 1.24% of Carbios’ current share capital;
- Subscription date: October 8, 2020;
- Subscription payment: By way of set-off of Debt;
- Standstill and lock-up commitments: Until January 1, 2021; and
- Conditions for the sale of Carbios shares at the end of the lock-up period: conditional until January 1, 2022, as defined in the cession agreement.
For example, a shareholder holding 1% on the Carbios share capital prior to the Offering will now have a 0.99% stake.
The Company’s share capital will consist of 8,082,172 shares once settlement-delivery is complete.
The new shares will bear dividend rights and will be admitted to trading on Euronext Growth Paris under the same ISIN code FR0011648716 – ALCRB. The settlement-delivery of the new shares and their admission to trading on Euronext Growth Paris will take place on October 13, 2020.
Prior to the Offering, Carbios and Limagrain Ingredients held respectively 52.70% and 18.02% of Carbiolice’s share capital. At the end of the Offering, Carbios’ stake in Carbiolice’s capital will be increased to 70.72%, the balance being held by the SPI fund operated by Bpifrance. Following the exercise of the fourth and final phase of Carbiolice share subscription warrants for an amount of €7.3 million (of which €2.8 million carried by Carbios and the balance by the SPI fund), which is expected to take place by the end of October 2020, Carbios will hold 62.71% of the shares making up Carbiolice’s share capital.
About Carbios:
Carbios is a green chemistry company whose innovations help address the environmental and sustainable development challenges facing manufacturers. Since its creation in 2011 by Truffle Capital, the Company has developed, through biotechnology, two industrial processes that revolutionize the biodegradation and recycling of polymers. These world-first innovations, made possible with the support of Bpifrance (Thanaplast™ project), enable to optimize the performance and lifecycle of plastics and textiles by exploiting the properties of highly specific enzymes.
Carbios' economic development model is based on the industrialization and commercialization of its products and/or enzymes, technologies and bioprocesses through license concessions directly or through joint ventures to major industrial players or sectors concerned by the Company's innovations. As such, Carbios created the joint venture Carbiolice in September 2016, in partnership with Limagrain Ingredients and the SPI fund operated by Bpifrance. This company, of which Carbios has majority control, will exploit the first technology licensed by Carbios by producing enzymatic granules for the production of biodegradable and biobased plastics.
Carbios benefits from the qualification "Innovative Company" of Bpifrance allowing the eligibility of the Company's securities for the investment of Mutual Funds Placement in Innovation (FCPI). For more information, please visit: www.carbios.fr
Carbios is eligible for the PEA-PME, a government program allowing French residents investing in SMEs to benefit from income tax rebates.
This press release does not constitute and cannot be regarded as constituting an offer to the public, an offer to sell or a subscription offer or as a solicitation to solicit a buy or sell order in any country.
Translation for information purposes only. In case of discrepancy between the French and the English version of this press release, the French version shall prevail.
1 Polylactic Acid: biosourced polymer
2 Cf. November 20, 2019 press release
3 The shares are issued without preferential subscription rights for the benefit of a category of beneficiaries by decision of the Board of Directors, in accordance with the delegation of authority conferred by the 10 resolution approved by the Company’s Combined Shareholders’ Meeting held on June 18, 2020.
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