Acquisition of 51% of Industrial Biotech Business, Chrisal

HeiQ Plc (LSE:HEIQ), an established global brand in materials and textile innovation which operates in high-growth markets, is pleased to announce that it has signed an agreement to acquire 51% of the share capital and voting rights of Chrisal N.V., Belgium (“Chrisal”, “the Acquisition”). The Acquisition is for a consideration of €7.5 million, with €5.0 million payable in cash and €2.5 million through the issue of 1,101,928 new ordinary shares by HeiQ. On completion, Chrisal will be renamed HeiQ Chrisal.

Chrisal is a profitable industrial biotechnology company and a leader in innovative ingredients and consumer products that incorporate the benefits of probiotics and synbiotics. It has 120 products within its three technology platforms that create healthy and sustainable microbial ecosystems. The application of its proprietary technology includes cosmetics, personal care, textiles, wound dressings, water purification, air treatment and cleaning products. Chrisal has recently developed a synbiotic interior cleaner, Synbio®, for healthcare and hospitals, a project sponsored by The Gates Foundation. Early results have indicated Synbio® cleaners to be equal to disinfectants and detergents but without bacterial resistance downsides, while offering enhanced cleaning performance.

The Acquisition is aligned with HeiQ’s strategy of becoming a global leader in materials innovation. It also solidifies HeiQ’s position as a profitable and fast-growing pioneer in the $24 billion global textile chemicals market. HeiQ already directly serves the $10 billion antimicrobial textile market with its HeiQ Viroblock and HeiQ Pure technology platforms and the Acquisition will strengthen its presence with a complementary probiotic platform while enabling it to enter the new adjacent and lucrative markets of surface hygiene treatment, water purification and probiotic personal care.

Additional Highlights

• Chrisal recorded revenue of €5.5 million for the 12 months to 31 December 2020, an increase of 62% compared to 2019, and an operating profit of €1.6 million (28.9%) – unaudited.
• Chrisal has over 500 commercial customers in 25 countries, including hospitals, food and cosmetic manufacturers, presenting HeiQ with compelling cross-selling opportunities for its existing core product range. Chrisal will benefit from HeiQ’s extensive customer and distribution network, as well as its marketing prowess.
• Chrisal customers include Q viva, Ahava, Atena-Alfa, Probilife, Sonax, Woellner and Greenspeed
• The Acquisition includes a bottling facility in Belgium. This is an important infrastructure requirement for HeiQ’s ambitions in functional textile aftercare and other fields.
• The current Chrisal President and Founder Corrie Gielen and its CEO/CTO Dr. Robin Temmerman will continue to lead the business, supported by the existing Chrisal team.
• HeiQ co-Founder and Group CEO Carlo Centonze as well as Group CFO Xaver Hangartner will join the HeiQ Chrisal Board of Directors and will explore further synergies over the course of 2021.
• HeiQ Chrisal will be responsible for the creation, production and commercialisation of its products, with HeiQ acting as its corporate service hub and extended commercialization arm.
• Chrisal’s patented technology carries the prestigious EU Ecolabel, a label of excellence that is awarded solely to products meeting high environmental standards throughout their lifecycle.

HeiQ co-founder and CEO Carlo Centonze said:

“The acquisition of a majority stake in Chrisal brings multiple benefits to HeiQ and its shareholders. HeiQ Chrisal will provide us with revenue from other fast-growth markets adjacent to those we serve already, as well as exciting cross-selling opportunities for our and their existing core product range. The acquisition will progress our direct to consumer offer and enlarges our product offering to hygiene-sensitive environments, such as the healthcare sector.

“Chrisal’s technology platform includes an anti-allergen effect for mattresses and bedding, microbial and viral protection for surfaces, anti-inflammatory effects in wound dressings, probiotic skin enhancing cosmetics, algae and biofilm control in drinking water as well as advanced synbiotic protection to replace the resistance-creating antibiotics in animal husbandry. We are particularly excited about Chrisal’s synbiotic technology solution for healthcare and hospitals for which full clinical results are due to be published imminently in a leading journal.

“HeiQ is increasingly becoming more than a textile technology company; we are innovating materials more broadly. This acquisition of a leading probiotics business is aimed at making HeiQ a leader in probiotic innovation, positioning us well to serve many lucrative segments of this fast growth USD 50 billion market.

“Chrisal’s culture of entrepreneurship, people empowerment, sustainability, innovation and lean processes are a perfect match with HeiQ. I expect this partnership to become a great success and we will look forward to working closely with Corrie, Robin and the rest of the Chrisal team.”

Corrie Gielen, President of Chrisal commented:

“For 30 years Chrisal has built on new technologies to improve our world in a sustainable way. With our latest patented Synbio® technology we have found the best solution to strengthen products, people and our environment. We are confident that the new partnership with HeiQ will bring us the additional competences and network needed to globalize this beautiful and groundbreaking technology. Together we combine the best of nature with the latest in science to make the difference for a better world.”

Further Information on Chrisal:

Chrisal is an industrial biotechnology leader in prebiotic, probiotic and synbiotic technologies and products. With its 120 products, Chrisal serves commercial and consumer customers operating in the markets of cosmetics, personal care, textiles, wound dressings, water and air purification and cleaning solutions for hospitals and animal husbandry. Early results from clinical trials for Chrisal’s patented Synbio®, an active synbiotic surface cleaner, suggest that it could be the next generation technology to probiotic surface cleaners, such as Reckitt Benckiser’s VEO. Chrisal technology carries the prestigious EU Ecolabel, a label of environmental excellence that is awarded solely to products meeting high environmental standards throughout their lifecycle.

The industrial biotech acquisition will provide HeiQ access to the technology platform of prebiotics, probiotics and postbiotics for bio-based odor & stain control for carpet & footwear, anti-allergen effect in mattress and bedding, microbial and viral protection for surfaces, anti-inflammatory effect in wound dressings, probiotic skin enhancing cosmetics, algae and biofilm control in drinking water as well as advanced synbiotic protection replacing the resistance-creating antibiotics in animal husbandry. With this strategic acquisition HeiQ enters the broader market of surface management and accesses a bio-based green complementary technology platform to its antimicrobials.

Chrisal’s 120 products strengthen HeiQ’s global product offering and will facilitate HeiQ’s existing technology platforms into new markets.

Chrisal has a large, efficient manufacturing footprint in Lommel, Belgium and brings into the HeiQ group the strategic capability of bottling, a step required for HeiQ’s B2C products ambitions in functional textile aftercare and other fields. Chrisal also includes a microbiology and molecular diagnostics lab for R&D and QC activities.

HeiQ Chrisal, the new corporate name for Chrisal, will continue to be led by President and Founder Corrie Gielen, its CEO/CTO Dr. Robin Temmerman as well as the entire Chrisal team. The entrepreneurial drive will be strengthened by HeiQ’s Group support functions in Rapid & Deep R&D, Branding & Marketing, Regulatory and Compliance as well as Commercialisation. HeiQ co-Founder and Group CEO Carlo Centonze as well as Group CFO Xaver Hangartner will join the HeiQ Chrisal Board of Directors.

HeiQ Chrisal will be responsible for the creation, production and commercialization of its products, with the HeiQ Group acting as its corporate service hub and extended commercialization arm. Together, the newly enlarged Board will explore further synergies over the course of 2021.

Issue of Equity and Total Voting Rights

The Company will issue 1,101,928 new ordinary shares (“Consideration Shares”) to the sellers of Chrisal, at a price of 1.9596p per share, which is the average 5 day closing price prior to signing, in order to part satisfy the consideration due. Applications will be made for the Consideration Shares to be admitted to the standard segment of the Official List, and to trading on the London Stock Exchange’s Main Market (“Admission”).

It is expected that Admission will become effective, and that dealings in the new Ordinary Shares are expected to commence, at 8.00 a.m. on 9 March 2021.

Following Admission, the total number of Ordinary Shares in issue will be 126’993’832 and the total number of voting rights will therefore be 126’993’832. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.

This announcement contains inside information.