· upfront and milestone cash payments totalling US$20m subject to certain conditions being fulfilled;
· between US$120m-$160m for the creation with BCA of a joint venture, including Genus’s existing PIC operations in China, in several years’ time after the required regulatory approval of PRRSv resistant pigs has been obtained in China; and
The initial phase of the collaboration, which is expected to take several years, focuses on the research, development and regulatory approval in China of PRRSv resistant pigs. BCA will establish and fund a specific, wholly owned corporate entity for the purposes of the collaboration which will be called Beijing Shou Nong Future Bio-Tech Co., Ltd. (“BCA Future Bio-Tech”). BCA Future Bio-Tech and Genus also intend to cooperate to research and develop solutions to other major challenges facing the Chinese pork industry including African Swine Fever. At the same time the parties will explore ways to accelerate the use of PIC genetics in China through the phased integration of PIC genetics into BCA’s current 6,000 sow capacity breeding facilities and their planned major expansion in response to the shortage of quality breeding stock in China caused by African Swine Fever.
Genus will grant a technology licence to BCA Future Bio-Tech for intellectual property rights and transfer know-how to enable BCA Future Bio-Tech to undertake the PRRSv resistance development and regulatory work in China. This will be funded exclusively by BCA and is expected to cost several tens of millions of US dollars and take several years. BCA Future Bio-Tech plans to work collaboratively with Chinese regulatory authorities to seek approval of the gene edited pigs, while focussing on animal well-being and bio-security practices.
Following Chinese regulatory approval and the launch of PRRSv resistant pigs in China, Genus and BCA have agreed that they will work together in a joint venture which will include Genus’s existing PIC operations in China (“PIC China”). A framework agreement has been entered into governing the transaction and the proposed joint venture between Genus and BCA.
As China seeks to modernise its pork production, these efforts are significantly hindered by disease outbreaks. PRRSv is one of the most harmful pig diseases in China, together with African Swine Fever and Foot and Mouth Disease. PRRSv affects the majority of pigs in China and causes animal suffering, reproductive failure, increased mortality and reduced growth. There is currently no cure for PRRSv.
Genus has been able to breed pigs that demonstrate resistance to PRRSv. This breakthrough has been confirmed by several independent studies. Genus has the exclusive global rights to this technology and is working constructively with the US Food and Drug Administration to obtain regulatory approval in the US to commercialise PRRSv resistant pigs in a responsible way. PRRSv resistant pigs have great potential to improve animal well-being, the environmental sustainability of pig production, farm productivity and benefit consumers by significantly reducing the use of antibiotics.
The potential to reduce PRRSv will bring significant benefits to China, improving the reliability of the pork supply chain and helping to provide safe and high-quality pork to Chinese consumers, while benefiting pig farmers who will see a reduction in disease outbreaks. By minimising the prevalence of PRRSv, BCA Future Bio-Tech could help accelerate the development of a sustainable Chinese pork industry and reduce government spending on disease control.
Under the terms of the transaction, Genus will receive cash consideration under the development and technology licence agreement of US$20m, in aggregate, upon the satisfaction of certain commercial and regulatory milestones relating to the development programme. US$13m of the commercial and regulatory milestone payments will be creditable against future intellectual property royalty payments to Genus.
Following receipt of regulatory approval in China for PRRSv resistant pigs in several years’ time, the PIC China business will be combined with BCA Future Bio-Tech to form a joint venture which will be 51% owned by BCA and 49% owned by Genus. Under the terms of the combination, Genus will receive a further cash payment based on the performance of PIC China in the three years prior to the combination, with a floor of US$120m and cap of US$160m. This payment will be further adjusted to reflect any difference between the cash or net debt balance of BCA Future Bio-Tech and PIC China. The PIC China – BCA Future Bio-Tech joint venture will pay intellectual property royalties to Genus on the sales of PRRSv resistant pigs in China.
The Genus board will consider the appropriate use of the US$ cash proceeds derived from the formation of the joint venture at the time based on Genus’s financial position and prospects.
The transaction constitutes a Class 2 transaction for the purposes of the UK Listing Rules. For the purposes of Listing Rule LR 10.4.1 R, as at 30 June 2018, the total book value of gross assets attributable to PIC China were approximately £31m.(1) In the year to 30 June 2018, the pre-tax profits attributable to PIC China were approximately £6m.(2) Completion of the transaction is subject to customary Chinese regulatory approvals.
Karim Bitar, CEO of Genus, said: “Today’s announcement represents a very important step in our PRRSv resistance program. The collaboration with BCA with full support from its shareholders in the food and agriculture space, Beijing Capital Agribusiness & Food Group and CITIC Agriculture, can accelerate the availability of PRRSv resistant pigs as well as PIC’s leading porcine genetics in China and validates our ongoing investment in this initiative. BCA is a strong long-term partner to co-develop and co-market this technology in China, the largest pork market in the world. BCA brings a unique market place understanding of the Chinese pork industry and customer landscape, as well as robust regulatory capabilities, and understand the importance of developing this technology collaboratively and responsibly.”
Bill Christianson, COO of Genus PIC said “The combination of PIC’s PRRSv resistant genetics and related breeding knowhow along with BCA’s deep understanding of the porcine sector in China and its distribution channels plays to the strengths of each party. We are looking forward to rapidly progressing the PRRSv resistance program in collaboration with BCA and launching this important new product in China with our partners.”
Liu Jiantong, General Manager and Vice Chairman of Beijing Capital Agribusiness Co., Ltd., said: “We are excited to collaborate with Genus PIC, the world’s leading porcine genetics company, for the registration and launch of PRRSv resistant pigs in China as an important step of a broader partnership. BCA is a leading agricultural company that focuses on providing high quality and modern technology to Chinese animal protein producers. Our exclusive collaboration with Genus PIC in China on this cutting-edge technology and other future ventures further expands BCA’s presence in the animal protein genetics sector and is consistent with BCA’s long-term strategy.”
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Mao Changqing, CEO of CITIC Agriculture Technology Co., Ltd., also commented: “Pork is very important in the Chinese culture and the single most important source of animal protein for the Chinese people. As Chinese farmers continue to professionalise, access to PIC genetics and PRRSv resistant pigs will further improve farming productivity and enable our farmers to more efficiently produce safe, disease resistant and sustainable pork. The proposed joint venture with PIC combines the global technological strength of Genus PIC with the Chinese market infrastructure of BCA, which will ultimately benefit Chinese farmers and consumers and help achieve our food security goals.”
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