Hello and welcome. My name is Jenny, and I will be your conference facilitator today for Azenta's Acquisition of UK Biocentre Acquisition Call. All lines have been placed on mute to prevent any background noise. There will be a question and answer session at the conclusion of the last speaker's prepared remarks. In order to ensure that everyone has a chance to participate, we would like to request that you limit yourself to asking one question during the Q&A session. At that time, if you have a question, you may press star one on your telephone keypad. As a reminder, this conference call is being recorded today, Tuesday, March 10, 2026. I will now turn the conference call over to Yvonne Perron, Vice President, FP&A, and Investor Relations.
Good morning, everyone, and thank you for joining us. As you know, last week we announced that Azenta entered into a definitive agreement to acquire UK Biocentre. The press release and a presentation to accompany today's call are available on the investor relations section of our website. Joining me today are John Marotta, President and Chief Executive Officer, and Lawrence Lin, Chief Financial Officer, who will discuss the strategic rationale for the transaction and provide additional details. Before we begin, I will briefly refer you to the safe harbor statements included in the presentation, which outline important information regarding forward-looking statements and the use of non-GAAP financial measures. With that, I'll turn the call over to our CEO, John Marotta.
Good morning, everyone, and thank you for joining us today. I'll use the first portion of our time discussing the strategic rationale behind our acquisition of the UK Biocentre and how this transaction expands our global footprint, scales our biorepository operations, reinforces our position as a trusted partner to the life sciences industry, and strengthens our long-term profitable growth outlook. We will open it up for Q&A. I'll start by sharing how excited I am to welcome the UK Biocentre into the Azenta portfolio and family. Its operational excellence, automation capabilities, and deep management expertise make it an outstanding long-term strategic fit for Azenta. This acquisition is fully aligned with the capital allocation strategy we outlined at Investor Day. UK Biocentre is one of the world's largest automated biorepositories, strategically located and positioned to support future growth without incremental capital investment.
The UK is one of the world's largest leading life sciences research hubs at the forefront of genomics, precision medicine, and long-term population studies, supported by sustained public investment, strong regulatory frameworks, and close collaboration between public and private sectors. To support this research, UK Biocentre has established itself as a critical and trusted partner, supporting the research programs in the region. Its capabilities in high-throughput sample processing, automated biobanking, and long-term cold storage are purpose-built for large-scale, multi-year studies that require reliability, consistency, and scientific rigor. UK Biocentre will continue operating under its own brand and identity, maintaining its reputation of high- quality and operating excellence. UK Biocentre has storage capacity of over 30 million samples and solely uses Azenta's BioArc automated biobanks and will be deploying the 16 million capacity BioArc Ultra later this year to further advance its automated and high-throughput capacity.
The biorepository uses our standardized Azenta FluidX tubes to enable seamless and efficient processing. The biorepository is state-of-the-art with automation-first infrastructure. Importantly, UK Biocentre is located within the Golden Triangle, the key research corridor connecting London, Oxford, and Cambridge. This places it at the heart of the UK life sciences ecosystem, near top academic institutions, pharma and biotech activity, and provides excellent proximity to our other UK-based operations. With this strong foundation in place, let me walk through the strategic rationale and value creation for bringing the UK Biocentre into Azenta and how the combined capabilities will deliver long-term growth and operational synergies. First, the UK Biocentre allows us to meaningfully strengthen our presence in Europe, not only from a geographical standpoint, but in terms of relevance and the embeddedness within the region's most important research ecosystems.
This brings us closer to local customers and decision-makers, creating a strong European hub. It also positions us to expand into new markets to vitally serve a growing demand for our pharma and biotech customers. Second, we have strong operational and automation synergies. UKBC's operations are already aligned with Azenta's standards, which allows us to immediately scale throughput and increase efficiency without disruptive ramp-up time. Third, the UKBC offers a national infrastructure that is difficult to replicate. They are a trusted operator for UK government research programs, providing predictable, high-volume sample processing and storage. This combination of reputation, a strong management team, capabilities, and a program connectivity would take years to build organically. Finally, this acquisition combines the UKBC's operational excellence with Azenta's commercial expertise and pharma biotech relationships. By bringing together their proven capabilities and our global commercial engine, we create a full-service, high-value platform.
In short, the acquisition of UK Biocentre strengthens Azenta's end-to-end lifecycle sample solutions, expands our European footprint, and creates a platform for scalable sample management and research support. By bringing the UK Biocentre into the Azenta portfolio, we deepen long-term strategic customer relationships, grow recurring sample storage revenue across academia and government, and accelerate the growth of new and existing customers in pharma and biotech. I'll hand the call over to Lawrence to talk through the financials.
Good morning, everyone. Thank you, John. As disclosed in our press release, we paid GBP 20.5 million for UK Biocentre, net of cash and inclusive of up to GBP 1.8 million in contingent consideration upon the completion of certain milestones. The transaction was fully funded from cash. UK Biocentre operates the same fiscal year as Azenta, and for the fiscal year ended September 30, 2025, UK Biocentre generated GBP 15.3 million in revenue, which was down year-over-year. The decline largely reflects the timing of large research program s, driven by lower sample processing related to the Our Future Health program. In 2027, we see a clear opportunity to build on this research foundation, driven by expected extension of the program and the associated increase in volume from new participants and enrollees.
In addition, growth from targeted commercial investments, particularly within the pharma and biotech sectors, will help diversify the customer base and accelerate growth in the region. We expect to have these sales investments in place by the end of fiscal 2026. While we anticipate 2026 to be dilutive to Adjusted EBITDA by approximately 35 basis points, we expect it to be accretive in 2027 and 2028, driven by volume growth and operating leverage from the levers I just discussed. We believe the financial profile of UK Biocentre is fully aligned with the capital deployment criteria we outlined at Investor Day. The acquisition reinforces our strategic focus on high quality, scalable, recurring revenue assets. Now we'll turn the call over to the operator for questions.
Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press the star followed by the one on your touchtone phone. Should you wish to cancel your request, please press the star followed by the two. If you're using a speaker phone, please lift the handset before pressing any keys. I would like to remind you to limit yourself to only one question. Once again, I would like to remind you to limit yourself to only one question. Your first question is from David Saxon from Needham. Your line is now open.
Great. Good morning, John, Lawrence. Thanks for taking my question. I just wanted to ask quickly on modeling. I mean, Lawrence, you talked about the 15.3 is down year-over-year. I guess, what's kind of a realistic revenue contribution number we should think about for your you know, the remaining fiscal 2026? And then, you know, how should we think about, excuse me, the go forward kind of revenue and cost synergy opportunities? I know it's dilutive, this year, but, would love any color on, maybe the magnitude of potential accretion to, organic growth and margins. Thanks so much.
Yeah. Let me start with some of the synergies, David, and I'll come back to your modeling question. You know, one of the things that is important to note, fiscal 2025 and fiscal 2026 really is gonna represent a snapshot in time. It doesn't really represent the full potential. The current run rate is well below our installed capacity. You know, so I would say looking at fiscal 2024, kind of that 20-21 million pound range is probably where this will be at a normalized level. When you look at synergies, our assumptions around synergies are mainly around revenue. Let me be more helpful. For revenue, it's really broken down into three opportunities. In the area of pharma bio.
In the area of government and academic, we have a tailwind in this area since UKBC is a trusted partner to the government. We expect to see the volumes for the OFH program phase II in our processing business to pick up in fiscal 2027. Again, to be helpful, that's gonna be puts us closer to this normalized revenue level that you saw in fiscal 2024. Secondly, around pharma and biotech, we will leverage Azenta's commercial engine and pharma and biotech relationships on top of adding additional commercial headcount this year. This will really help us diversify the customer's base and accelerate commercial growth in the U.K. while creating additional pull-through for our automation and our consumables. We've been working on and expect to have resources in place by the end of fiscal 2026.
This will really help us balance the revenue mix towards really higher recurring, high margin storage products. Last but not least, on the revenue synergies, as John mentioned, UKBC will become the anchor tenant for Azenta products in Europe, really integrating with our German biorepository to generate additional cross-border business. We have an excellent management team at UKBC, led by Tony Cox, which will help us grow in region.
Thank you. Your next question is from Paul Knight from KeyBanc Capital Markets. Your line is now open.
Hi. Regarding the BioArc Ultra, this seems like it could be a category killer for vertical refrigeration units. Will you really have BioArc Ultra for your sites exclusively and not allow even competitors to have access? Can you kind of frame up how BioArc Ultra really should give you a competitive edge?
Hey, Paul, it's John. Good to be with you. A couple things to think about. I mean, Our SampleStore business, we don't differentiate a competitor versus not, in terms of, who we sell to and why we sell to them. I think the one thing that is important here is that the BioArc Ultra and our SampleStore gives us this, the customer's high throughput or access to their samples at a very fast pace from an archival perspective. Being more specific, in biorepositories you have archival type of storage, which is low. You're not accessing those samples at a high rate. There's medium and then there's high, which is where the SampleStore come into play.
Clearly, our biorepositories have all three of those, and that's the way we're continuing to set this up. Today, UKBC does have ULTs on site, but that's again for these archival or low touch samples that are needed from a customer perspective. It's all, really all three we look at in terms of our biorepositories. We're not gonna constrain any sales in terms of our competitors or someone wanting access to this type of technology. It does give us a competitive advantage on the cost side, and I think that that's gotta be pretty clearly articulated from us, and we're gonna continue to do that. Gives us a cost leading position.
If you look at the levers around driving value to our customers, around customer intimacy, where we're specced into the workflows, and then what is our cost leading position, where is our cost position? We're in a cost leading position because of our automated workflows, the vertical integration on consumables, and then you have the SampleStore and automation on the SampleStore, which is kind of the epicenter for this high throughput automation, tailwind that's occurring in the industry right now. I hope that helps, Paul.
Thank you. Your next question is from Vijay Kumar from Evercore. Your line is now open.
Hi, this is Kevin on for Vijay. Just one on UK Biocentre historically being a customer, what was their revenue contribution historically, and what will be the net incremental revenues from the transaction? So revenues excluding intercompany eliminations. Thank you.
Hi, Kevin. First, UKBC was one of Azenta's best customers, and that's another reason why we love this business. They have seven automated SampleStore and leverage our FluidX tubes to create a really complete automated solution for their customers. To answer your question, we don't break out the specifics here, but really just to give you a couple items. The manufacturing and installation of the BioArc Ultra is largely complete. It should be online in April or May timeframe. Any impact on revenue will be prospective and not a retrospective adjustment. In terms of consumables, we will see roughly half a year of purchases converted to internal purchases. This was included in our transaction valuation, and the impact has been contemplated.
Thank you. Your next question is from Matthew Stanton from Jefferies. Your line is now open.
Good morning, and thank you for taking my questions. Just one from me. I guess Lawrence Lin kind of answered this already, but it sounds like the incremental CapEx. I just want to get a sense of how much is required to scale this site as you finish out the deployment of the BioArc Ultra. Thank you.
Yeah. In terms of CapEx, Mac, you know, the great news here is, like, today UKBC has about 30 million samples of capacity, they're at 40% utilized. We don't see much requirement for CapEx, and that's kind of why there's been, you know, a lot of capital efficiency acquiring really this established and platform. You know, on top of that, this capacity really provides meaningful headroom to grow and scale the business without requiring additional investment here. It really opens up the aperture for us to really go gain additional revenue from pharma to biotech, as we talked about.
Thank you. Your next question is from Brendan Smith from TD Cowen. Your line is now open.
Great. Thanks for taking the questions, guys. Maybe just, Pete, backing up an earlier question, I wanted to make sure I heard you correctly. Can you maybe just expound a bit on the additional kind of OpEx you expect to make this year into the UKBC, or I guess really to bring it up online. I heard you at the CapEx side of the conversation, but if you could maybe provide a bit more color on how we should expect, how much we should expect really from kind of an OpEx standpoint here and how we should think about the cadence of that over the next, you know, few quarters. Thanks, guys.
Yeah, Brendan, great question. Generally, the investment we're gonna put in place, starting in fiscal 2026 is really around sales reps to help on the pharma biotech side here. That roughly we're gonna bring in around four reps. That's generally all the OpEx that we're gonna bring in. One of the things around cost synergies and operating leverage is really, again, the existing UKBC capacity allows us to really get higher throughput at the same operational cost and drive margin expansion without much headcount or structural changes. Really, when you look at kind of the middle of the P&L, we're really going to be leveraging additional Azenta automation know-how around the front end of the storage process, such as registrations. From an OpEx and really kind of expenses, it's really purely a commercial investment upfront.
Thank you. There are no further questions at this time. Please proceed with the closing remarks.
Very good. Thank you everyone for attending today's call. We are very excited about the team's continued performance around M&A, and we're very excited to welcome UKBC to the Azenta portfolio and family of companies. Thank you again, and have a good day.
Thank you. Ladies and gentlemen, the conference has now ended. Thank you all for joining. You may all disconnect your lines.