Microba Life Sciences Limited · ASX:MAP
Microba Life Sciences — Merger or Acquisition (October 2023)
49 slides from Microba Life Sciences's merger presentation, Oct 19, 2023
Slide 1: Transforming health through the human microbiome
Transforming health through the human microbiome Acquisition and Capital Raising Presentation 19 October 2023 Not for release to US wire services or distribution in the United States 1
Slide 2: Disclaimer
| Disclaimer The following notice and disclaimer applies to this investor presentation ("Presentation" or "document") and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any information contained in this Presentation. By accepting this
Slide 3: Disclaimer
| Disclaimer Not financial product advice - This Presentation does not constitute financial product or investment advice or any recommendation to acquire New Shares or accounting, legal or tax advice. It has been prepared without taking into account the objectives, financial or tax situation or need
Slide 4: Disclaimer
| Disclaimer Future performance - This Presentation contains certain 'forward-looking statements' that are based on management's beliefs, assumptions and expectations and on information currently available to management. The words 'expect', 'anticipate', 'estimate', 'intend', 'believe', 'guidance',
Slide 5: Agenda
| Agenda Transaction Summary Page 6 – 7 Strategic Rationale Page 8 – 11 Powering Precision Healthcare Invivo Overview Page 12 – 15 Microba Overview Page 16 – 29 Financials Page 30– 32 The Human Microbiome Company Catalysts & Offer Page 33 – 36 Risks & Other Page 37 – 49 5
Slide 6: Acquisition Highlights
| Acquisition Highlights Acquiring a leading UK microbiome company Microba to acquire 100% of UK based microbiome leader Invivo Clinical. Invivo is an established microbiome testing business which generated revenue of A$8.9m* in FY23. Invivo has built a strong brand and position in the UK market as
Slide 7: Transaction Summary
| Transaction Summary • Microba Life Sciences has entered into a binding agreement to acquire Invivo Clinical Limited (“Invivo”) for a purchase price of A$12.5 million (A$9.6 million cash and A$2.9 million scrip) plus up to A$8.7 million in earn-out (up to A$2.9 million cash and A$1.4 million scrip
Slide 8: Strategic Rationale
| Strategic Rationale 8
Slide 9: Taking a leading position in the UK market
| Taking a leading position in the UK market Invivo together with our Sonic Healthcare partnership provides Microba with deep access to the entire UK healthcare market spanning private practice and the public NHS environment UK TARGET HEALTHCARE MARKET 2k Capturing the integrative Driving broad adop
Slide 10: Invivo acquisition provides strong UK customer base
| Invivo acquisition provides strong UK customer base FY23 Engaged customer base Key metrics 17% penetration into the UK integrative 94% healthcare professional market and well positioned to accelerate growth of revenue 7,300+ tests sold driven by repeat customers# 1,700+ ordering HCPs^ A$8.9m reven
Slide 11: Acquisition aligns with global growth strategy
| Acquisition aligns with global growth strategy • The UK is a key market in the next phase of Microba’s international testing services growth strategy. • The acquisition supports strong entry into the UK by acquiring an active customer base of over 1,700 HCPs and an engaged Establish a leading UK l
Slide 12: Invivo Overview
invivo GI EcologiX™ Gastrointestinal Health & Microbiome Profile Stool Sample
Slide 13: Multi body site testing portfolio with targeted interventions
| Multi body site testing portfolio with targeted interventions Microbiome Opportunity to accelerate with Microba’s Targeted Supporting intervention tests range market leading testing technology interventions from test results Range spans Targeted products Gastrointestinal, supporting healthcare Vag
Slide 14: Invivo has a strong brand, reputation, and team
| Invivo has a strong brand, reputation, and team • Pioneer in UK microbiome testing services Multiple growth opportunities exist • Established a strong brand with healthcare before introducing Microba synergies professionals • Self-funded with positive operating cashflow • Continued growth accelera
Slide 15: Strengthening Invivo's position in GI microbiome testing
| Strengthening Invivo's position in GI microbiome testing A platform for UK market entry and growth of Microba’s MetaXplore™ test “From our leading position in market, we expect Microba’s world leading MetaXplore™ will become the most favoured microbiome test for healthcare 79% professionals in the
Slide 16: Microba Overview & Q1 FY24 Highlights
| Microba Overview & Q1 FY24 Highlights 16
Slide 17: Two core business segments driven by a proprietary databank
| Two core business segments driven by a proprietary databank Services Databank Therapeutics Proprietary databank Data Insights Health Data Customer Novel Testing Therapies Biome Data Microba provides testing Data-driven therapeutics and data analysis for a fee platform developing to clinicians, con
Slide 18: Company Snapshot
| Company Snapshot Continuous YoY Partnerships with market leaders Large, unique, proprietary revenue growth over incl. Sonic Healthcare (ASX: SHL), microbiome databank 5 years of operations Ginkgo Bioworks (NYSE: DNA), SYNLAB (GR:SYAB) + more 3 key therapeutic programs World-leading technology Glob
Slide 19: Microbiome Services
Microbiome Services Driving global revenues and data growth 19
Slide 20: Q1 FY24 Highlights – Testing Services
| Q1 FY24 Highlights – Testing Services MetaPanel progressing 65% Growth in to launch in Australia personal testing Microba’s advanced infectious disease testing technology MetaPanel™ Execution of Microba’s Testing Services growth strategy saw International progressing to launch in Australia with So
Slide 21: Advanced microbiome testing addressing large markets in healthcare
| Advanced microbiome testing addressing large markets in healthcare Addressable Healthcare Markets Gastrointestinal disorders Gastrointestinal infection MetaXplore™ MetaPanel™ Is the microbiome contributing to the patients DGBI Does the patient have a pathogen and how and how can they manage? can I
Slide 22: UK is a pivotal market in Microba's global expansion
| UK is a pivotal market in Microba's global expansion Unlocking a geographical base and laboratory in the UK, supporting the next phase of Microba’s international growth strategy. Access to 35 countries 14 now operational Operating Team and/or Laboratory Centre's Contracted partner/s operational Ac
Slide 23: Microbiome Therapeutics
Microbiome Therapeutics Developing novel monoclonal microbial cell therapies 23
Slide 24: Q1 FY24 Highlights – Therapeutics
| Q1 FY24 Highlights – Therapeutics Inflammatory Bowel Disease Program MAP315 Phase I all patients dosed. Positive MOA data generated. Dosing and all patient visits successfully completed. Preliminary blinded data indicates that MAP315 is well tolerated. Multi-modal mechanism of action (MOA) data ge
Slide 25: Data driven drug discovery platform driving precision microbiome therapeutics
| Data driven drug discovery platform driving precision microbiome therapeutics. Precision Microbiome Therapeutics Innovative Pipeline Precision microbiome analysis platform delivering Excellent safety profile unparalleled accuracy, coverage & depth. Scalable GMP manufacturing for high dose or
Slide 26: Repeatable, scalable, data-driven platform discovering novel monoclonal microbial cell therapies
| Repeatable, scalable, data-driven platform discovering novel monoclonal microbial cell therapies Population Identify AI & Advanced Monoclonal Disease testing groups Biostatistics microbial Models Healthy drug lead Orally administered, healthy Disease human donor derived, monoclonal bacterial cell
Slide 27: Rapid progress tapping the therapeutic potential of the human microbiome
| Rapid progress tapping the therapeutic potential of the human microbiome for major chronic diseases Inflammatory Bowel Disease Immuno-Oncology Program Autoimmune Diseases PHASE I IN PROCESS PRECLINICAL SCREENING Recently Completed Recently Completed Recently Completed Phase I HREC approval Lea
Slide 28: The start of a therapeutic revolution
| The start of a therapeutic revolution 1 First Generation 2 Second Generation 3 Next Generation Fecal Doner Derived Bacterial Consortia Single Strain & Small Molecule FDA approval Nov 30 2022 Vedanta Biosciences Faecal doner derived enema Vedanta Biosciences Raises drug product $106.5M in Funding M
Slide 29: Executing towards pharmaceutical out-licensing transactions
| Executing towards pharmaceutical out-licensing transactions Recent IBD and microbiome deals Licensee / Acquiror Licensor / Target Date Type Deal size Indication / clinical stage Apr 2023 Acquisition Total deal size: US$10.8b Ulcerative Colitis (phase 2) Crohn’s disease (phase 2A) Autoimmune diseas
Slide 30: Acquisition Financials & Use of Funds
| Acquisition Financials & Use of Funds 30
Slide 31: Invivo acquisition accelerates Microba's international growth and scale
Pro-forma Revenue Invivo acquisition accelerates 15 Microba’s international INV MAP growth and scale 10 5 FY23 Pro-forma Revenue 0 $M AUD Microba Invivo Combined FY21 (a) FY22 (a) FY23 (a) Revenue 5.4 8.9 14.3 • Combined business advances Microba’s international scale with FY23 pro-forma revenue of
Slide 32: Following Invivo Acquisition, Microba funded to continue
| Following Invivo Acquisition, Microba funded to continue scaling global testing services and advancing therapeutic programs Pro-forma cash position Earn-out Microba as at 30 Proceeds from Upfront Pro-forma as at 30 A$M Consideration September 2023 Offer Consideration September 2023 Year 1 and Year
Slide 33: Capital Structure and Use of Funds
| Capital Structure and Use of Funds Capital Structure1 Use of Funds % of shares issued Ordinary Shares A$M (undiluted) Sonic Healthcare Limited 68,589,498 19.9% Acquisition - Upfront cash 9.6 Perennial Value Management 43,550,763 12.7% Acquisition – Cash earn-out 5.8 SA Microba Holdings Pty Ltd2 31
Slide 34: Upcoming Catalysts and Offer Details
| Upcoming Catalysts and Offer Details 34
Slide 35: Achievements & Upcoming catalysts
| Achievements & Upcoming catalysts Recent Achievements Therapeutic Catalysts Testing Services Catalysts • Major strategic partnership with Sonic Healthcare (ASX:SHL) Inflammatory Bowel Sonic distribution Disease Program agreements • Next generation healthcare test, MetaXplore™ launched in Australia
Slide 36: Acquisition funding overview
| Acquisition funding overview • 1 for 4 Pro-Rata Accelerated Non-Renounceable Entitlement Offer (“ANREO” or “Entitlement Offer”) to raise up to A$20.0m Offer structure • Up to approximately 86.9 million new fully paid ordinary shares in MAP (“New Shares”) to be issued under the Entitlement Offer, r
Slide 37: Indicative Timetable
| Indicative Timetable Enter trading halt and announcement of acquisition and capital raising Thursday, 19 October 2023 Institutional bookbuild opens Thursday, 19 October 2023 Announcement of results of Institutional Entitlement Offer, trading halt lifted, existing shares recommence trading Monday,
Slide 38: Risks & International Offer Restrictions
| Risks & International Offer Restrictions 38
Slide 39: Key Risks
| Key Risks 1. KEY RISKS Investors should be aware that an investment in Microba involves risks. The key risks identified by Microba are set out in the "Key Risks" section of the Investor Presentation (below), but these are not an exhaustive list of the risks associated with an investment in the Sha
Slide 40: Key Risks (Cont.)
| Key Risks (Cont.) RELIANCE ON INFORMATION PROVIDED Microba undertook a due diligence process in respect of the Acquisition, which relied in part on the review of financial, legal, and other information provided by Invivo or discussed at meetings held with Invivo management. Despite making reasonab
Slide 41: Key Risks (Cont.)
| Key Risks (Cont.) RISKS ASSOCIATED WITH EMPLOYEES Employees employed by Invivo at the time it is acquired will be covered by contractual terms and conditions which may differ to Microba’s standard practices. Microba will have to meet employees’ existing employment terms and conditions (including a
Slide 42: Key Risks (Cont.)
| Key Risks (Cont.) FUNDING RISK Microba’s banking facilities require Microba to operate its business within facility limits and certain covenants that have been agreed with Microba’s financiers. There is a risk that financial underperformance may require concessions to be sought from Microba’s fina
Slide 43: Key Risks (Cont.)
| Key Risks (Cont.) EARLY STAGE RISK Given Microba only commenced commercial operations in 2017, there are uncertainties surrounding the rate of growth and prospects of Microba. Further, Microba has operated at a loss since inception in January 2017. In the financial years ending 30 June 2021, 30 Ju
Slide 44: Key Risks (Cont.)
| Key Risks (Cont.) OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY The business of Microba depends on its ability to commercially exploit its intellectual property. Microba relies on laws relating to patents, trade secret, copyright and trade marks to assist in protecting its proprietary rights.
Slide 45: Key Risks (Cont.)
| Key Risks (Cont.) FAILURE OF RISK MANAGEMENT STRATEGIES Microba has implemented risk management strategies and internal controls involving processes and procedures intended to manage business risks as they arise. However, there are inherent limitations with any risk management framework as risks m
Slide 46: Key Risks (Cont.)
| Key Risks (Cont.) 3. OFFER AND GENERAL RISKS MARKET PRICE OF ORDINARY SHARES WILL FLUCTUATE Ordinary shares trade on ASX. The market price of ordinary shares on ASX may fluctuate due to various factors, including: • the impact of COVID-19, or other pandemics or epidemics, and the measures taken to
Slide 47: Key Risks (Cont.)
| Key Risks (Cont.) FUTURE ISSUES OF DEBT OR OTHER SECURITIES BY MICROBA Microba may, at its absolute discretion, issue additional securities in the future that may rank ahead of, equally with or behind ordinary shares, whether or not secured. Any issue or conversion of securities may dilute the rel
Slide 48: International Offer Restrictions
| International Offer Restrictions This Presentation does not constitute an offer of new ordinary shares (“New Shares”) of the Company in any jurisdiction in which it would be unlawful. In particular, this Presentation may not be distributed to any person, and the New Shares may not be offered or so
Slide 49: Contact
CONTACT Pasquale Rombola Chair Head Office pasquale.rombola@microba.com Level 10, 324 Queen Street Brisbane QLD Australia Laboratory Princess Alexandra Hospital Brisbane QLD Australia Dr Luke Reid Chief Executive Officer luke.reid@microba.com 49
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