Discover Echo–Cellink: investment, 202106– acquisition $110m with $98m in cash + $12m in new Series B shares ANNOUNCED

	Period	2021-06-26
	Money taker	Discover Echo Inc.
	Product	microscopy
	Person	Cho, Eugene (Discover Echo 202106 CEO + Founder)

Cellink AB. (6/26/21). "Press Release: Cellink Has Entered into an Agreement to Acquire Discover Echo Inc., an Innovative and Revolutionary Microscopy Company".

CELLINK AB (publ) ("CELLINK") has entered into an agreement with the shareholders of Discover Echo Inc. ("Discover Echo") to acquire all outstanding shares, on a cash- and debt-free basis, and under the assumption that the working capital at closing equals the normalized working capital, to a purchase price of USD 110 million (the "Acquisition"). Approximately eleven percent of the purchase price will be paid in newly issued shares of series B in CELLINK (the “Consideration Shares”) and the remaining part will be paid cash. CELLINK’s Board of Directors will resolve to issue the Consideration Shares in accordance with the authorization from the Annual General Meeting held on April 26, 2021. Discover Echo is an innovative and revolutionary American company focusing on development, manufacturing, and sales of patented and unique hybrid microscopes that easily transform between Upright and Inverted configurations, merging the capabilities of multiple instruments into one. Discover Echo is expected to grow 65% in 2021 and generate approximately USD 20 million of revenue with a double-digit EBITDA margin.

Founded in 2013, by Eugene Cho, Discover Echo is a fast-growing microscopy and imaging company. The company is headquartered in San Diego, California, and has one European subsidiary in the UK. Discover Echo has around 50 employees. The company’s primary market is North America, but it has also gained strong presence in Europe and Asia. Discover Echo has revolutionized the market by offering hybrid automated microscopes with greater versatility than other systems on the market. Discover Echo has significantly improved the usability of their microscopes by replacing traditional eyepieces with ultra high-resolution touchscreen displays and offering a unique software app that advances the workflow of acquiring, sharing, and analyzing images. Discover Echo expects to strengthen its product portfolio further in the near future to obtain even stronger synergies with existing products within the CELLINK Group.

“The world of microscopy is going through a massive transformation, and we are very excited to lead the way forward together with Discover Echo. With this strategic acquisition of Discover Echo, we further strengthen our position within our Biosciences segment. With Discover Echo’s revolutionary microscopy technology and disruptive product line, we further complement our existing bioconvergence products and capture strong cross-selling synergies. We are combining our strong, purpose driven growth agenda with trailblazing technologies for the sake of improving health all around the world. CELLINK is today the leading company in the world providing the most complete bioconvergence offering. This acquisition further exemplifies our vision and mission to be the complete solutions provider for our customers in the field of tissue engineering, cell line development, multi-omics, and diagnostics.” Erik Gatenholm, CEO, CELLINK.

“We take great pride in our products, offering our customers with the most progressive instruments within their class. In our company’s young history, we have already established a strong market position. This has been achieved thanks to our dedicated team who has continuously pushed to redefine microscopy and imaging for today’s customers. We are extremely excited to join the CELLINK Group. Together we will continue to disrupt the live cell imaging and analysis market and deliver on the Group’s vision to create and redefine the future of medicine.” Eugene Cho, Founder and CEO, Discover Echo.

Rationale for the Acquisition

The Acquisition is in line with CELLINK’s commercial, bioconvergence strategy, complementing CELLINK’s product offering through cutting edge and disruptive products used in academics and industrial laboratories around the world. Discover Echo will continue as a standalone company, part of CELLINK’s business area Biosciences.

1. Discover Echo is revolutionizing the century old microscopy industry with the world’s first and only hybrid (transformable) microscopes. Legacy microscope manufacturers offer complex instrumentation, consisting of multiple different hardware accessories and software modules that can only be operated by well-trained microscopy experts. Most life science labs own two types of microscopes: Upright (for viewing glass slides) and Inverted (for viewing live samples in petri dishes and well plates). Discover Echo’s hybrid microscopes offer the capabilities of both Upright and Inverted, in a single high-quality instrument, eliminating the need for two separate systems. Furthermore, Discover Echo is redefining the industry when it comes to user experience. Their products integrate ultra-high-resolution touch-screen displays and native software, allowing the user to take superior, crystal clear images for world-class scientific publications. The connectivity of their instruments permit for easy sharing of images, improving the collaboration and efficiency of research teams.

2. As of today, the CELLINK Group offers a myriad of products used by cell culture researchers (e.g., in bioprinting, cell line development or live cell imaging). Virtually, all of these customers could benefit from Discover Echo’s products. This opens up a potential for cross-selling and product bundling, that could help grow multiple product lines and increase the usage of consumables offered by the CELLINK Group. Such product bundling’s will bring the Group closer to offering complete workflows.

3. Discover Echo has a large growth potential in the bioprocessing industry where the CELLINK Group is a well-known supplier and has the ability to accelerate Discover Echo’s penetration in this sector.

4. The Acquisition is in line with CELLINK’s bioconvergence strategy. Discover Echo’s products showcase the potential of combining high-end optical technologies with disruptive software approaches, for the sake of biological breakthroughs. Such combinations can have lasting impact on biomedical research at biopharma companies, academic institutions, and hospitals. It is anticipated that these intuitive software-approaches can be transferred to multiple other product lines within the CELLINK Group.

Purchase price

The purchase price for all outstanding shares in Discover Echo on a cash- and debt-free basis, and under the assumption that the working capital at closing equals the normalized working capital, amounts to USD 110 million. Approximately eleven percent of the total purchase price of USD 110 million will be paid by issuance of the Consideration Shares and the remainder will be paid cash.

Issue of the Consideration Shares

CELLINK’s Board of Directors will resolve to issue the Consideration Shares in accordance with the authorization from the Annual General Meeting held on April 26, 2021.

The Consideration Shares will be issued at a subscription price determined by the volume weighted average price of CELLINK shares of series B on Nasdaq Stockholm three consecutive trading days ending on the trading day immediately preceding the closing date.

Closing

The Acquisition’s completion and the transfer of Discover Echo’s shares will take place as soon as reasonably possible after signing, provided that all conditions for completion are met.

Discover Echo will remain under current entity and management post-transaction.

Discover Echo will be consolidated in CELLINK's financial statements from CELLINK’s third quarter 2021 and in the financial reporting from closing.

CELLINK’s Board of Directors will resolve on an issue in kind of the Consideration Shares in accordance with the authorization from the Annual General Meeting held on April 26, 2021.

Advisors

Foley & Lardner acted as legal advisors to CELLINK in connection with the Acquisition, Duff & Phelps advises on financial and tax due diligence.

Read more at: https://discover-echo.com/

For further information, please contact:

Erik Gatenholm, CEO
Phone (Sweden): +46 73 267 00 00
Phone (US): +1 (650) 515 5566
Email: eg@cellink.com

Gusten Danielsson, CFO
Phone (Sweden): +46 70 991 86 04
Phone (US): +1 (857) 332 2138
Email: gd@cellink.com

This is information that CELLINK AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on June 26, 2021, at 05:45 (CEST).

About CELLINK

Founded in 2016, CELLINK is the leading bioconvergence company in world that provides technologies, products, and services to create, understand and master biology. With a focus on the application areas of bioprinting, multiomics, cell line development, and diagnostics, the company develops and markets innovative technologies that enable researchers in the life sciences to culture cells in 3D, perform high-throughput drug screening and print human tissues and organs for the medical, pharmaceutical, and cosmetic industries. CELLINK’s products are trusted by more than 2,000 laboratories, including all the top 20 pharmaceutical companies, are being used in more than 65 countries, and have been cited in more than 1,700 publications. CELLINK is creating the future of medicine. CELLINK is listed on the Nasdaq the Stockholm under CLNK B. www.cellink.com/investors