IPA Announces Agreement to Acquire BioStrand BV – Revolutionizing Biotherapeutics with Methodology to Encode Omics and Power Drug Development with Advanced Artificial Intelligence

• Acquisition includes wholly owned subsidiary businesses BioKey BV and BioClue BV.

• Platform is based on a proprietary biological discovery called HYFT™ patterns, signature sequences in DNA, RNA, and amino acids.

• The HYFTs information model combined with advanced artificial intelligence (AI) creates new comprehensive high speed analysis capabilities while maintaining high accuracy and reducing computational footprint.

• Novel AI-powered protein-protein interactions prediction platform.

IPA (IMMUNOPRECISE ANTIBODIES LTD.) (the “Company” or “IPA”) is pleased to announce that it has entered into a definitive share purchase agreement (SPA) to acquire, through its wholly-owned subsidiary ImmunoPrecise Netherlands BV, control over BioStrand BV, BioKey BV, and BioClue BV (hereinafter collectively referred to as “BioStrand”), a group of Belgian biotech entities and pioneers in the field of bioinformatics and biotechnology.

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This transaction is expected to create short and long-term commercialization opportunities with clients and partners by introducing a novel AI-powered protein-protein interactions prediction platform and fortifying IPA’s sequencing with massive throughput capabilities in omics (genomics, transcriptomics, proteomics, and metabolomics) interrogation. The Company anticipates that the transaction will not only attract new clients and partners but will also enable its subsidiary, Talem Therapeutics, to access unparalleled AI technologies to help power each stage of its therapeutic antibody development.

Transaction Highlights

• BioStrand offers a revolutionary, cloud-based solution to perform multi-omics research faster and more accurately, with more effective data analysis.
• The acquisition enhances IPA’s position as a leader in the field of biotherapeutics – BioStrand’s software and AI capabilities complement every sector of IPA’s business.
• BioStrand’s semantically driven natural language process (NLP) approach makes omics data research truly effective and differentiates IPA’s offerings to provide a powerful and unique opportunity for IPA’s clients.
• Total consideration of € 20 million, of which € 2 million will be paid in cash, subject to adjustments, and € 18 million will be paid in equity.
• Management and Board of Directors unanimously approved the Transaction.

Differentiating Technologies

BioStrand offers an AI-powered revolutionary methodology for rapidly analyzing and mining a broad range of biological data to identify patterns and variations in multi-omics data and detect structural anchor points that will drive innovation in numerous fields including precision medicine, drug and vaccine development, and target discovery. By detecting HYFTS™, which are proprietary biological signature sequences, multiple layers of information in sequence and structural data are automatically integrated, resulting in a systems approach to omic analyses. These HYFT^TM fingerprints connect sequences and literature analysis through a bottom-up NLP approach, by providing a universal syntax for the language of biology. This revolutionizing pattern and profile detection is critical in understanding diseases and biological processes. Multi-omics data integration typically requires quite considerable expertise in computational techniques with additional challenges in accuracy and reliability. With BioStrand’s revolutionary HYFT™ framework, all biological data is instantly computable.

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Company Synergies

The acquisition of BioStrand expands IPA’s scientific capabilities to excel far beyond antibody discovery, expanding from the earliest stages of target identification to late-stage therapies. The transaction combines BioStrand’s computer-aided drug discovery capabilities with IPA’s best-in-class antibody discovery and development expertise to create an integrated, next-generation, end-to-end platform for target and therapeutic antibody discovery and development.

Dr. Jennifer Bath, President and Chief Executive Officer of ImmunoPrecise Antibodies, commented, “The addition of BioStrand’s next-generation capabilities in systems omics analysis further enhances IPA’s unique ability to serve as a single-source partner to support our clients’ in silico, in vitro and in vivo research, further solidifying our position as the leading, early-stage antibody discovery contract research organization. A previously u********** collaboration with BioStrand has already generated unique and intriguing data and we are confident that our clients and partners will find the addition of BioStrand’s offerings both advantageous and transformational for their research programs. We believe the acquisition of BioStrand, recently referred to as the “Google of Genomics”, is a blockbuster move, brings together a revolutionary combination that will change the way researchers approach and complete target and antibody discovery, and that our combined platforms, once integrated, will attract new business opportunities at an accelerated rate. We are excited to add BioStrand to the IPA family.”

The Transaction

Pursuant to the SPA, ImmunoPrecise Netherlands B.V. will acquire i) all of the issued and outstanding shares of Idea Family BV, a private limited liability company holding 75.01% of the issued and outstanding shares of BioStrand and ii) the remaining 24.99% of the issued and outstanding shares of BioStrand, the whole for a total consideration of approximately € 20 million, plus a potential earnout consideration. The purchase price will be satisfied as follows:

• Approximately € 2 million payable in cash, of which € 1 million will be subject to holdback. A sum of € 500,000 will be held back for a period of 90 days after closing of the transaction for adjustment purposes and € 500,000 of the cash consideration will be held back and progressively released over a 3-year period to guarantee the obligations of the vendors under the SPA;
• A number of common shares of IPA to be issued at closing, the value per common share to be determined based on the 30-day volume-weighted average price of the common shares (VWAP) ending on the trading day immediately prior to the date of closing, representing no greater than 19.99% of the issued and outstanding common shares of IPA immediately prior to closing, for an aggregate deemed value of € 18 million. In the event the issuance cap is reached, IPA will make a cash payment to the vendors equal to the value of the common shares that were not issued as a result of the issuance cap, based on the VWAP of the common shares as of the closing date; and
• A contingent earnout payment based on the profitability of BioStrand over a 7-year period, which shall not exceed in total € 12 million.

Other Key Deal Terms

• BioStrand is being acquired on a debt-free, cash-free basis;
• Investment consideration provided by IPA to BioStrand of aggregate amount of € 6 million in the form of a loan or in the form of equity over a period of 3 years for operation expenses, development of BioStrand’s platform, and correction of deficiencies;
• Customary representations and warranties in the SPA;
• Customary indemnities for breaches of representations and warranties and breaches of covenants in the SPA;
• The equity consideration will be subject to a 4-month statutory resale restriction period pursuant to Canadian securities laws, as well as a contractual escrow agreement to be entered into at closing between the vendors, IPA, and an escrow agent, providing for the gradual release of the common shares over a 3-year period.
• Key personnel, including the founders of BioStrand and other members of the executive team of BioStrand, will continue their employment with updated management agreements;
• Non-competition and non-solicitation agreements will be entered into, as a condition of closing, with certain principals of BioStrand;
• Each of BioStrand and the BioStrand shareholders are arm’s length parties to the Company;
• The purchase price is subject to working capital and other adjustments;
• Closing of the Transaction is expected to occur on or before April 15, 2022, subject to receipt of all applicable approvals and the satisfaction of applicable conditions to closing;
• The other closing conditions in the SPA are customary, including, but not limited to, the receipt of all necessary regulatory approvals and the required notifications to NASDAQ with respect to the issuance of IPA’s common shares; and
• The Transaction is an “expedited acquisition” under Policy 5.3 of the TSX Venture Exchange.

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