Full Press Release Details
Inotiv, Inc. and Envigo Propose to Join Forces
to Enhance Research and Drug Discovery Solutions
-- Expected to establish a leading global provider
of a full spectrum of pre-clinical solutions --
-- Expected to be immediately accretive to Inotiv
earnings and margins before synergies --
-- Expected to enhance scale, broaden customer
base and create significant cross-selling opportunities --
WEST LAFAYETTE, Ind. and Indianapolis,
Ind.; Sept. 21, 2021 (GLOBE NEWSWIRE) - Inotiv, Inc. (NASDAQ:NOTV)
(or "Inotiv"), a leading contract research organization (CRO) specializing
in nonclinical and analytical drug discovery and development services, and Envigo RMS Holding Corp. (or "Envigo"),
a leading global provider of research models and services, today jointly announced that they have entered into an agreement for
Inotiv to purchase Envigo. Upon consummation of the acquisition, which is subject to customary closing conditions, the
combined company will enable drug developers to access products and services for the entirety of discovery and nonclinical development
within one organization. Transaction consideration consists of $200 million of cash and 9,365,173 Inotiv common shares, subject
to certain adjustments at closing. Inotiv has received committed debt financing to fund the cash portion of the transaction. Based
upon the closing price of Inotiv common stock on Monday, September 20, 2021, the transaction values Envigo at an enterprise value of
approximately $545 million, and the combined company at an enterprise value of approximately $1.2 billion.
Upon closing of the transaction,
Inotiv shareholders are expected to own approximately 64 percent and Envigo shareholders are expected to own approximately 36 percent
of the combined company on a fully diluted basis.
"Evolving complexity in
the disease research space is creating additional demand for research models, and continued innovation in biopharma is increasing demand
for specialty and disease-specific models," said Inotiv President and CEO, Robert Leasure, Jr. "The complementary
nature of Inotiv and Envigo is expected to accelerate the movement of innovative drugs and medical
devices through the discovery and preclinical phases of development. Supported by deep, in-house expertise and scientific capabilities,
we're building a comprehensive contract pharmaceutical research solutions provider with a full spectrum of discovery and nonclinical
services and research models into a unique, one-stop-shop, discovery-to-approval solution for drug developers."
"Envigo has a long history
and broad expertise supplying critical research models and services to the scientific community," said
Envigo CEO, Adrian Hardy. "Our diverse client base of CROs, pharmaceutical, government and academic institutions
and Inotiv's biopharma clients will be able to utilize leading research models and services from Envigo, including genetically
engineered models and services (GEMS), contract breeding services, Teklad laboratory animal diets, surgical services, custom antibody
services, and large and small research models."
Benefits of the Merger
The expected benefits of the merger include the following:
Additional Transaction Details
Transaction Advisors
Jefferies LLC is serving as exclusive financial advisor to Inotiv and
Ice Miller LLP is serving as Inotiv's legal advisor. Cahill Gordon and Reindel LLP is serving as Envigo's legal advisor.
A Current Report on Form 8-K containing further details regarding
the proposed transaction will be filed by Inotiv and made available on the U.S. Securities and Exchange Commission's EDGAR website.
Inotiv and Envigo will hold a conference call to discuss the business
combination on Tuesday September 21, 2021, at 10:00 a.m. ET.
To access the conference call by phone, please dial:
The webcast and accompanying presentation can be accessed on the Company's
a leading contract research organization specializing in nonclinical and analytical drug discovery and development services. The Company
focuses on developing innovative services supporting its clients' discovery and development objectives for improved decision-making
and accelerated goal attainment. The Company's products focus on increasing efficiency, improving data, and reducing the cost of
taking new drugs to market. Visit inotivco.com for
more information about the Company.
a broad range of standard research models to the pharmaceutical and biotechnology industries, government, academia, and other life science
organizations. The company has over 1,200 devoted employees in more than 20 locations across North America and Europe.
the largest organization that is solely dedicated to providing research models and related products and services, we are committed to
helping researchers realize the full potential of their critical R&D projects as we fulfill our mission to work together to build
a healthier and safer world. Visit envigo.com for
more information about the Company.
This release may contain
forward-looking statements that are subject to risks and uncertainties including, but not limited to, the satisfaction of the conditions
to the consummation of the merger, which may not be satisfied, risks and uncertainties related to changes in the market and demand for
our products and services, the development, marketing and sales of products and services, changes in technology, industry and regulatory
standards, the timing of acquisitions and the successful closing, integration and business and financial impact thereof,
the impact of the COVID-19 pandemic on the economy, demand for our services and products and our operations, including the measures taken
by governmental authorities to address the pandemic, which may precipitate or exacerbate other risks and/or uncertainties, expansion
and related efforts, and various other market and operating risks, including those detailed in the Company's filings with the U.S. Securities
and Exchange Commission.
| COMPANY CONTACT : | INVESTOR RELATIONS CONTACTS : |
| Inotiv, Inc. | The Equity Group Inc. |
| Beth A. Taylor, Chief Financial Officer | Kalle Ahl, CFA |
| 765-497-8381 | 212-836-9614 |
| btaylor@inotivco.com | kahl@equityny.com |
| Devin Sullivan | |
| 212-836-9608 | |
| dsullivan@equityny.com |