Northwest Biotherapeutics, Inc. , a biotechnology company developing DCVax® personalized immune therapies for solid tumor cancers, announced that it has entered into an agreement to acquire Advent BioServices Ltd. from its owner, Toucan Holdings LLC. The transaction is expected to close as soon as certain legal conditions are fulfilled. At closing, Advent will become a wholly owned subsidiary of the Company, and this is expected to enable the Company's operations to become fully integrated. The acquisition is also expected to enhance the Company's positioning for scale-up of operations, and yield important synergies and cost savings.   

As part of the acquisition, the Company will receive all of Advent's fixed assets, including extensive cryostorage and other equipment purchased by Advent over the last several years. In addition, 19 million NWBio securities that were previously issued to Advent as payment for contract services will revert back to the Company (13.5 million shares and 5.5 million options). Certain intellectual property and other intangibles that Advent has acquired will also transfer to the Company.

As reported in the Company's recent Form 10-Q, the Company and Advent have been doing strategic planning for some time to consolidate the operations of the London GMP facility and the Sawston GMP facility. The parties have also been planning for increased focus on ramp-up of manufacturing in Sawston, now that years of intensive product and process development work have been completed by Advent for the Marketing Authorization Application (MAA) and the DCVax®-Direct program. Joining the two companies is expected to facilitate implementation of these plans.

The consideration for the acquisition will be paid in installments over two years, beginning 90 days after the acquisition agreement, with potential acceleration after regulatory approval of the Company's DCVax®-L product. The consideration will include a payment of £1.4 million, and payment of the net amount of accounts payable ("Net AP") due from the Company to Advent as of the date of the acquisition agreement for services already performed by Advent under the existing service contracts and Statements of Work (SOWs) that have been reported in the Company's public filings. The Net AP payable by the Company will be the outstanding accounts payable on the agreement date reduced by certain adjustments between the parties.

"This is an exciting day for the Company, entering into an agreement to bring its manufacturing and product development operations in-house," commented Linda Powers, the Company's CEO. "We believe this is an opportune time to join forces under one roof, integrating our teams, streamlining our processes, increasing our efficiency and preparing for potential substantial scale-up of our capacity."