Bioanalytical Systems announced its acquisition of the Smithers Avanza Toxicology Services business unit, a contract research organization (CRO) located in Gaithersburg, Maryland, which specializes in general toxicology, vaccine safety and developmental and reproductive toxicology (DART) studies, in support of pharmaceutical and chemical industry research and development. The acquired business will operate as a wholly owned subsidiary of BASi under the name BASi Gaithersburg.
“The acquisition of the Smithers Avanza Toxicology Services business unit solidly supports BASi’s vision of strategic growth,” said Robert Leasure, Jr., BASi’s President and Chief Executive Officer. “With strong demand for our toxicology and drug disposition services, we needed to add space and talent. The team that is joining us from Smithers in Gaithersburg will allow us to provide more resources to our clients, while remaining small enough to be flexible, responsive and consultative. Not only will the Gaithersburg site provide increased capacity for routine safety assessment, we also acquired significant expertise in developmental and reproductive toxicology.”
“Selling a business unit is never an easy decision, but we recognized that the scope and scale of BASi coupled with our team’s scientific expertise would benefit our clients and team tremendously,” Michael Hochschwender, President and Chief Executive Officer, The Smithers Group, said. “Operating as a single site toxicology business presented operational efficiency challenges that could be overcome with the added sites and in-house capabilities of BASi. We are very proud of the accomplishments and reputation of the Gaithersburg Toxicology Services team. We are thankful to our loyal clients who supported this business and are confident they will enjoy a seamless transition to BASi.”
BASi provides contract research services and monitoring instruments to emerging pharmaceutical companies, drug development companies, and medical research organizations—primarily in drug discovery and development, and integrating services across commercial and academic settings. The acquisition of the Smithers Avanza Toxicology Services business unit is another strategic milestone for the Company which made several key appointments to its organizational leadership in recent months, invested in the multi-phase expansion of its GLP toxicology facility near Evansville, Indiana, and acquired the Missouri-based Seventh Wave Laboratories in July of last year.
With this transaction, BASi adds immediate capacity and expects to further capitalize on its assets and broadened scientific expertise to guide clients through drug safety and disposition evaluations utilizing a portfolio of tools and services:
- Lead optimization through candidate selection;
- In vivo toxicology and pharmacology;
- Vaccine safety testing;
- Developmental and Reproductive Toxicology (DART);
- GLP in vivo services;
- GLP and non-GLP/discovery bioanalysis;
- Histopathology including immunohistochemistry and image analysis;
- Drug Metabolism & Pharmacokinetics;
- In vitro and in vivo bioequivalence testing; and
- BASi Culex® Automated Sampling Systems.
Pursuant to the terms of an asset purchase agreement (APA), BASi acquired substantially all of the assets used by the seller in connection with the performance of in-vivo mammalian toxicology CRO services for pharmaceuticals (small molecules and biologics), vaccines, agro and industrial chemicals for approximately $1.2 million in cash (a portion of which remains in escrow), 200,000 Common Shares of BASi and an unsecured subordinated promissory note in the initial principal amount of $810,000. In connection with the transaction, BASi amended its credit arrangements with First Internet Bank to, among other things, renew the Company’s revolving loan of $3.5 million and to add two new term loans in the amounts of $1.6 million and $1.1 million, respectively, a portion of the proceeds of which were used to fund the acquisition, with the remaining proceeds to be used for capital equipment financing and for future general corporate needs.
A Current Report on Form 8-K containing further details regarding the APA and the transaction will be filed by BASi.