ADMA Biologics acquired Biotest Pharmaceuticals Corporation — Therapy Business Unit (BTBU), a transaction completed in June 2017, structured as Stock-for-assets carve-out. As consideration, ADMA issued Biotest a ~50%-less-one-share equity stake — 4,295,580 voting common shares (25% of outstanding common) plus 8,591,160 shares of convertible non-voting common. In turn ADMA received up to $40 million of cash and financing from Biotest: $12.5 million cash at closing, a $15 million unsecured subordinated loan (6.00% per annum, five-year term), and a $12.5 million commitment to invest in future ADMA equity financings.. The deal was a Carve-out / asset purchase.
Biotest Pharmaceuticals Corporation — Therapy Business Unit (BTBU) operates in ADMA BioManufacturing, is based in Boca Raton, Florida, USA. ADMA acquired the Therapy Business Unit of Biotest Pharmaceuticals Corporation (BPC), a subsidiary of Germany's Biotest AG, turning ADMA into a vertically integrated commercial plasma-products company. The acquired assets included a plasma fractionation and purification plant of FDA-licensed biologics, testing laboratories, warehouses and a commercial-scale monoclonal-antibody facility across two buildings totaling roughly 126,000 square feet on about 15 acres in Boca Raton, Florida; two FDA-licensed products, Nabi-HB (Hepatitis B Immune Globulin) and BIVIGAM (Immune Globulin Intravenous); and a third-party contract-manufacturing and services agreement for a licensed hyperimmune globulin. The Boca Raton plant was already the site where ADMA's own lead candidate, RI-002 (later marketed as ASCENIV), was manufactured. As part of the purchase price, ADMA later transferred two of its Georgia source-plasma collection centers back to BPC, which closed on January 1, 2019.
ADMA said the transaction would leave it "uniquely positioned to offer a fully vertically integrated plasma products and immune globulin platform in the U.S." and would let it "work directly with the FDA" to pursue approval of RI-002 and remediate the outstanding warning letter at the Boca Raton plant, while generating accretive revenue from the acquired FDA-licensed products.
The Boca Raton plant was the FDA-licensed facility that already manufactured ADMA's lead candidate RI-002, so owning it gave ADMA direct control over its own supply chain and FDA remediation, plus two revenue-generating licensed products (BIVIGAM and Nabi-HB) and contract-manufacturing capacity. Vertical integration of immune-globulin manufacturing; direct FDA engagement to remediate the plant's warning letter and refile the BLA for RI-002; accretive revenue and improved gross-margin control from the acquired licensed products. ADMA BioManufacturing, LLC (formed January 2017 to hold the acquired assets)
Upon the completion of this transaction, ADMA believes it will be uniquely positioned to offer a fully vertically integrated plasma products and immune globulin platform in the U.S. This transaction will allow ADMA to work directly with the FDA in efforts to obtain U.S. regulatory approval for RI-002 and remediate the outstanding Warning Letter at the manufacturing facility.Adam Grossman, President and Chief Executive Officer, ADMA Biologics
We believe that ADMA's management team and Board are equipped with the operational expertise required to effectively leverage the acquired manufacturing facilities, and ultimately achieve FDA licensure of RI-002. We are confident that ADMA is ideally suited to maximize the commercial potential of the acquired assets.Dr. Bernhard Ehmer, Chief Executive Officer and Chairman of the Board of Management, Biotest AG
Advisory firms were not disclosed for this transaction.