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WuXi AppTec Co., Ltd. — M&A Activity 2024
Dec 24, 2024
50548_rns_2024-12-24_d9e48f06-c423-417e-a62b-d5c031c224eb.pdf
M&A Activity
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
2
希明康德
WuXi AppTec
WUXI APPTEC CO., LTD.*
無錫藥明康德新藥開發股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2359)
BUSINESS UPDATE IN CONNECTION WITH THE WUXI ATU BUSINESS
Reference is made to the announcement of WuXi AppTec Co., Ltd.* (無錫藥明康德新藥開發股份有限公司) (the "Company", and together with its subsidiaries, the "Group") dated October 8, 2024 (the "Announcement") in connection with media reports on the WuXi ATU business (as defined below). In relation to the matters as disclosed in the Announcement, on December 24, 2024 (United States time, after trading hours of The Stock Exchange of Hong Kong Limited), WuXi ATU (Ireland) Holding Limited and WuXi ATU (Hong Kong) Limited (collectively the "WuXi ATU Entities"), each being an indirect wholly-owned subsidiary of the Company, and Altaris LLC (including the entities controlled by it, "Altaris"), entered into a share purchase agreement (the "SPA") pursuant to which the WuXi ATU Entities have agreed to sell, and Altaris has agreed to purchase, all of the shares in WuXi Advanced Therapies Inc. ("Advanced Therapies"), the United States (the "U.S.") operating entity of the WuXi ATU business (as defined below), and Oxford Genetics Limited ("Oxford Genetics"), the United Kingdom (the "UK") operating entity of the WuXi ATU business (as defined below), held by the respective WuXi ATU Entities, for cash consideration (the "Transaction"). Altaris is a U.S.-based equity investment fund focusing on the medical healthcare industry.
The management of the Company is of the view that the Transaction will ensure that clients and patients with a pressing need for the WuXi ATU cell therapy services can continue to receive time-critical and life-saving treatments without interruption. At the same time, valued scientists, technicians and other staff of the WuXi ATU U.S. and UK business can continue to work towards achieving the mission that "every drug can be made and every disease can be treated". The Transaction is in line with the Company's core code of conduct to put clients first and put patients first, and it will not result in major impact on the performance and operational conditions of the Company. The Company will remain focused on its "follow-the-customer" and "follow-the-molecule" strategies, as it moves towards its vision that "every drug can be made and every disease can be treated".
Advanced Therapies and Oxford Genetics are the operating entities of the Company engaged in advanced therapies CTDMO services (the “WuXi ATU business”) in the U.S. and the UK, respectively. From January 2024 to November 2024, the aggregate revenue generated by Advanced Therapies and Oxford Genetics was approximately RMB0.98 billion (unaudited), accounting for approximately 2.4% of the Company’s audited revenue in the most recent accounting year. Altaris is not a connected person of the Company under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”). The Transaction does not constitute a connected transaction or a notifiable transaction of the Company under Chapter 14A and Chapter 14 of the Hong Kong Listing Rules, respectively. Further, the Transaction does not constitute a major transaction of the Company under the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, a related parties transaction, or a material asset restructuring as stipulated under the Measures for the Administration of the Material Asset Restructurings of Listed Companies. The Transaction is subject to completion in accordance with the agreements under the SPA, which is expected to take place in the first half of 2025. The Company will make further announcement(s) after completion as and when appropriate.
This announcement is made by the Company to keep the shareholders and potential investors of the Company informed of the business update of the Group.
Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.
By order of the Board
WuXi AppTec Co., Ltd.*
Dr. Ge Li
Chairman
Hong Kong, December 24, 2024
As of the date of this announcement, the Board comprises Dr. Ge Li, Dr. Minzhang Chen, Mr. Edward Hu, Dr. Steve Qing Yang and Mr. Zhaohui Zhang as executive Directors, Mr. Xiaomeng Tong and Dr. Yibing Wu as non-executive Directors and Ms. Christine Shaohua Lu-Wong, Dr. Wei Yu, Dr. Xin Zhang, Ms. Zhiling Zhan and Mr. Dai Feng as independent non-executive Directors.
- For identification purposes only