Columbia Laboratories Inc. (NasdaqCM:CBRX) [“Columbia”, the “Company”] has acquired Molecular Profiles Ltd. [“Molecular Profiles”], a privately-held, cash-flow positive, U.K.-based pharmaceutical development services company, for total consideration of approximately $25.0 million comprising $16.7 million in cash and 1,051,323 shares of Columbia common stock, representing ten to eleven times Molecular Profiles’ projected EBITDA
for its fiscal year
ending July 31, 2014. The newly issued shares are subject to a twelve-month lock-up period. Excluding transaction costs, the acquisition is expected to be immediately accretive. Additionally, Columbia expects to realize a double-digit impact to its EBITDA
and operational synergies of up to $400,000 annually.
This acquisition was unanimously approved by the Boards of Directors of both companies and received the approval of Molecular Profiles’ shareholders. No further approvals are anticipated to be required. In addition, Molecular Profiles’ CEO and co-founder, Dr. Nikin Patel, will join Columbia’s Board of Directors.
“This transaction represents an exciting step in Columbia’s ongoing transformation, and has numerous strategic advantages,” said Frank Condella, Columbia’s President and CEO. “Consistent with our stated strategy, we are deploying our capital to acquire a growing, cash-flow positive, and profitable company with a large customer base that strengthens and significantly diversifies Columbia’s revenue stream. We look forward to its continued growth as Molecular Profiles further penetrates the growing pharmaceutical outsourcing market for formulation development and manufacturing services.”
“We are very pleased to join forces with Columbia Laboratories,” said Dr. Patel. “We expect our current business will continue to grow, and we anticipate improving service to our many customers as part of a larger, well-capitalized, Nasdaq-listed company. Our senior technical staff’s breadth of industrial and CRO experience spanning formulation, manufacturing, analytical and materials science should enable Columbia to realize significant efficiencies in its management of the CRINONE manufacturing process. And, with Columbia’s headquarters in Boston, we look forward to being able to serve our U.S. customers much more effectively and have greater access to the U.S. market.”