Client:

PEM for Enigma Diagnostics Limited (in Liquidation)

Background

Enigma Diagnostics Limited (in Liquidation) (“Enigma Diagnostics” or “the Company”) was a developer of innovative molecular diagnostic technology. The Company licensed-in key technology initially developed within the UK Ministry of Defence (“MoD”), and invested more than £140 million in further advancing this technology for the commercial market. The result was the Company’s Enigma MiniLab – a multi-modular, compact and fully automated diagnostic device, which could test a tissue sample for certain pathogens in less than an hour. The Company developed Enigma MiniLab modules for the detection of influenza viruses and respiratory viral diseases, and had several additional modules under development. The Enigma MiniLab was being trialled in multiple hospitals across Europe and China.

The Assignment

Metis Partners was asked to assist the Liquidator by identifying, marketing and selling the intellectual property (“IP”) assets of Enigma Diagnostics, to maximise the financial recovery for creditors.

Our Process

Metis Partners performed comprehensive research on Enigma Diagnostics, liaising with multiple Company employees, the physical asset valuers, and the Company’s patent and trade mark agents, as well as conducting significant desktop research. Based on these numerous sources, Metis Partners used its proprietary methodology, Metisology®, to identify all the critical IP assets related to the Company. In addition, we advised the Liquidator on imminent patent and trade mark renewals. The Company’s portfolio of IP assets included licences to key technology developed within the MoD, which underpin the Enigma MiniLab and are of significant value for the continued commercialisation of the Enigma MiniLab technology. Metis Partners therefore also engaged with the MoD’s technology transfer company, Ploughshare Innovations Limited (“Ploughshare”), to ensure that an eventual purchaser would have the opportunity to bid for these licences.

Through its comprehensive research, Metis Partners uncovered a large portfolio of IP assets. We produced bespoke marketing documentation, incorporating a technology overview, to catalogue and showcase the significant registered and unregistered IP assets of Enigma Diagnostics that were available for sale, including:

  • goodwill in the Enigma corporate brand;
  • website content and domain names;
  • 23 registered trade marks in Europe, Asia and the US;
  • 6 registered designs in Europe and the US;
  • critical corporate and technical records;
  • the software for the Enigma MiniLabs; and
  • 37 granted patents across 6 patent families in Europe, Australasia and North America.

Metis Partners then launched a comprehensive marketing campaign, identifying and directly contacting more than 700 potential buyers, while also promoting the opportunity through our extensive international network of contacts. We facilitated due diligence enquiries by creating and managing a secure online data room, which potential buyers could access after signing an appropriate confidentiality agreement. Using our established auction process, Metis Partners received numerous offers, with acquirers able to bid for all three sections of the Company’s assets – the IP assets, the physical assets, and the ability to enter negotiations with Ploughshare.

Throughout our rigorous and comprehensive marketing and sale process, Metis Partners continuously liaised between Ploughshare, multiple international stakeholders, and more than 30 potential buyers, to secure the highest offer for the assets of Enigma Diagnostics and maximise returns to creditors. Metis Partners further supported the Liquidator’s lawyers to facilitate timely completion of the sale.

 

The Outcome

Metis Partners identified and catalogued a range of critical IP assets available for sale. Our successful marketing campaign attracted interest and offers from large, well-known international corporations and secured the sale of the IP assets, resulting in a six-figure return to creditors.

Results

  • Maximised market exposure for the IP assets of Enigma Diagnostics;
  • Delivered an end-to-end marketing and sale process that required the management of significant due diligence enquiries;
  • Negotiated a significant return for creditors, in excess of initial expectations; and
  • Prevented the loss of critical IP and enabled the continued development and commercialisation of this diagnostic technology.