Think Research has agreed to acquire Bio Pharma Services, a Toronto-based contract research organization to pharmaceutical companies. The consideration is about C$44.6 million, including an earnout. The deal will be financed in part by a private placement of up to C$15 million, with NorthWest Value Partners investing C$5 million. Toronto-based Think Research, a digital healthcare solutions provider, is backed by Fidelity Investments Canada, iGan Partners, Lumira Ventures, Kayne Partners and other.
TORONTO, July 15, 2021 /CNW/ – Think Research Corporation (TSXV: THNK) (“THINK” or the “Company”), a company focused on transforming healthcare through digital health software solutions, today announced that it has entered into a definitive share purchase agreement (the “SPA”) to acquire all of the issued and outstanding shares of Bio Pharma Services Inc. (“BioPharma”), a leading contract research organization (“CRO”) to pharmaceutical companies globally.
This transaction (the “Transaction”) is expected to nearly double the Company’s pro forma 2021 revenue and presents significant new technology-driven revenue synergies for the combined entity.
Adds significant scale to THINK with meaningful revenue synergies – The Transaction is expected to nearly double THINK’s pro forma 2021 revenue to $82 million1;
Strong Adjusted EBITDA – The Company is forecasting pro forma Adjusted EBITDA (see “Cautionary Note Regarding Non-IFRS Measures”) of $1.4 million2 for fiscal 2021;
Attractive Valuation – Transaction consideration of approximately $44.6 million consisting of cash and equity, plus an annual earnout based on EBIT (see “Cautionary Note Regarding Non-IFRS Measures”) through December 2025, implying a revenue acquisition multiple of ~1.0×3;
Establishes THINK as a digital leader in the CRO industry – The CRO industry is a $44 billion market with an estimated 7.8%,, six-year forward compound annual growth rate4 (“CAGR”); and
Equity Financing – A portion of the cash consideration for the Transaction is being financed through a non-brokered private placement to raise minimum gross proceeds of $12 million and up to $15 million, including a $5 million anchor investment by NorthWest Value Partners Inc. (“NorthWest”), the private investment firm founded by Paul Dalla Lana, Chairman and CEO of NorthWest Healthcare Properties REIT, Canada’s largest healthcare REIT. Mr. Dalla Lana is an Advisory Board Member of the Dalla Lana School of Public Health and is on the President’s Advisory Council at the University of Toronto. THINK has received subscriptions for the minimum gross proceeds of the financing. The remaining cash consideration for the Transaction is expected to be satisfied through additional financing by way of debt.
“THINK’s proven capabilities in digital transformation are expected to create value in the near term. Our ability to digitize BioPharma’s services will improve the offering for clients and create new SaaS revenue streams further setting us apart from our digital health peers. The data needs and capabilities of THINK and BioPharma are highly complementary and position us to play a unique role in both the creation and sharing of clinical knowledge that will ultimately ensure patients get better care.”
Renzo DiCarlo, CEO of BioPharma, said, “BioPharma is extremely excited about the opportunity presented by this Transaction. Our research and pharmaceutical clients are hungry for technology solutions that not only drive faster, more accurate results but ultimately get new research where it is meant to be – at the patient point of care.”
“THINK’s proven ability to forge meaningful digital change in highly regulated health systems is exactly what’s needed to make that happen. By combining these companies, we see immense potential for change in our industry that will drive revenue and improve healthcare.”
Founded in 2006, BioPharma is a leading contract research organization that specializes in clinical trials, bioequivalence studies and bioanalysis, and serves pharmaceutical, medical device and biotechnology companies globally.