Neptune Announces Action Plan to Resume Operations and Supply Customers
LAVAL, Quebec, Nov. 26, 2012 -- Neptune Technologies &
Bioressources Inc. ("Neptune") (Nasdaq:NEPT) (TSX:NTB) announced today
its action plan going forward to resume operations which have been
interrupted as a result of the incident that occurred on November 8,
2012 at its production plant located in Sherbrooke, Quebec and to
progressively supply customer demands in the interim.
Following the incident, Neptune's focus has, and continues to be,
concentrated first and foremost on its employees and the families of
those most affected by the incident, and supporting them through the
tragedy. Quickly following the incident, Neptune has established five
recovery committees composed of senior management and key employees to
coordinate employee assistance, the action plan and business aspects:
(1) human resources & communications, (2) sales & marketing, (3) plant
reconstruction, (4) finance and (5) a strategic committee overseeing
potential strategic opportunities and coordinating the efforts of all
committees.
While this tragic incident had and still has a significant impact on
Neptune's operations, Neptune believes it remains a viable business and
is committed to recovering from the incident, which will be pursued
through the implementation of a strategic action plan going forward
(the "Plan") aiming to meet the following key milestones and targets:
-- resuming its neutraceutical operations and certain levels of sales of
its Neptune Krill Oil(R) products to customers in the short term;
-- maintaining key customer relationships and market share, particularly
until production of Neptune Krill Oil(R) products can reach pre-incident
levels;
-- reconstructing an operational plant using the expansion facility that
was under completion and certain existing equipment in the expansion,
which expansion and equipment do not appear to have suffered
considerable damages from the incident;
-- pursuing partnerships and/or arrangements with one or more strategic
partners for the outsourcing of production for Neptune Krill Oil(R)
products, both as an interim measure to ensure certain levels of
production prior to its new plant being fully operational and as a
longer-term strategy to diversify sources and means of production; and
-- prudently managing its financial resources while continuing its product
development and clinical trials, including defending its patents and
intellectual property and supporting as planned the pharmaceutical
development of its two subsidiaries, Acasti Pharma Inc. ("Acasti") and
NeuroBioPharm Inc. ("NeuroBio"), whose operations have not been
interrupted as a result of the incident.
"Neptune's action plan is the result of our strategic reflection on a
strong path forward, keeping the interests of our shareholders,
employees, customers and partners at the top of our minds and
priorities. By nature it is a multi-faceted and long-term plan, and the
key lies in its execution. In a situation where we now face new
challenges in a very difficult and sad circumstance for the Neptune
family, we will stay committed to our new Plan and our shareholders,
employees and customers," stated Mr. Henri Harland, President and Chief
Executive Officer of Neptune.
Plant Reconstruction and Insurance
As a central part of the Plan, Neptune plans to rebuild an operational
production facility. As its first choice, Neptune intends to
reconstruct an operational plant using the expansion facility that was
under completion and certain existing equipment in the expansion, which
expansion and equipment do not appear to have suffered considerable
damages from the incident, though additional construction and certain
other equipment acquisitions should be required to bring the facility
to an operational state. Neptune intends to cooperate with the relevant
governmental authorities (including with respect to workers' safety and
the environment) and the Sherbrooke plant reconstruction will be
subject to such governmental authorities supporting the reconstruction
plan and Neptune obtaining the required permits to allow for the
operation of the new plant in a timely manner.
The cost and length of time to complete the reconstruction is being
determined. However, we have been able to make the following
assessments thus far:
-- Neptune has insurance coverage in place covering among other things
property damage, business interruption and general liability up to
specified amounts and subject to limited deductibles and certain
exclusions, and has notified its insurers of the incident. Definitive
information on specific amounts recovered will be provided when
Neptune's insurance claims are settled. Due to the extent of the damage
and ongoing investigation, the amount recoverable under our insurance
policies and the collection of such amounts, if any, will most likely
take several months.
-- Neptune expects that its amounts of insurance coverage would likely
allow it to fund most of the reconstruction costs. The balance of such
costs are expected to be funded through a refinancing of its existing
credit facility put in place to fund a portion of its previously planned
expansion, which refinancing Neptune intends to seek at a later stage of
its reconstruction plan, as well as through a portion of Neptune's
working capital (see "Finance, Use of Public Offering Proceeds and
Investor Communications" below). Neptune had already received in
connection with the expansion an interest-free loan and a commitment for
a governmental grant.
-- Neptune is planning that its new production plant would have when
operational an annual production capacity of approximately 150,000
kilograms of krill oil per year. Neptune's future plans may contemplate
additional production capacity of krill oil per year and it is expected
that a significant portion of Neptune's future production capacity will
be provided through partnerships and/or arrangements with third-party
manufacturers (see "Operations and Arrangements with Strategic Partners"
below).
-- Timing of the reconstruction is still uncertain and will depend on a
range of factors, including the length and results of the investigation
currently underway to determine the cause of the incident, cooperation
of governmental authorities with respect to the reconstruction plan, and
timing for obtaining the required permits. Based on a number of factors,
including the aforementioned, Neptune cannot determine at this time the
amount of time it will take to finalize the construction on a fully
operational production facility. As an initial estimate subject to
change, and based on the incomplete information currently in hand,
Neptune currently expects that the new plant may be operational within a
range of six to nine months.
Operations and Arrangements with Strategic Partners
A top priority of Neptune's Plan is that it maintains key customer
relationships and market share even in advance of having an operational
production plant. To this end, Neptune intends to deploy a strategy
over the next several months that includes the following:
-- Neptune intends to pursue partnerships and/or arrangements with one or
more strategic partners for the outsourcing of production of Neptune
Krill Oil(R) products, both as an interim measure to ensure certain
levels of production prior to its plant being fully operational and as a
longer-term strategy to diversify sources and means of production.
Outsourced production is being considered in any one or more of
Neptune's markets, in Canada, the United States, Europe and/or Asia. Any
plans to outsource Neptune's production would take into account a number
of factors including (1) the technique of production permitted within
the premises, (2) space available for the purchase of equipment, (3) the
amount of available time a third party would allocate to the production
of Neptune Krill Oil(R) products, and (4) the ability to negotiate
definitive agreements on terms in the best interests of Neptune.
-- Neptune plans and has received orders for certain levels of sales of its
Neptune Krill Oil(R) products to customers in the short term, with sales
expected to be completed and revenue generated as early as during the
fourth quarter beginning on December 1, 2012. Neptune currently has a
limited inventory of krill oil products allowing it to make sales during
a limited initial period of time, and intends to work towards a gradual
increase of sales over the coming months, mainly through partnerships
and/or arrangements with strategic partners as discussed above.
-- Neptune's plans for operations and product sales during a transition
period until its new plant is operational or longer term production
arrangements are concluded with one or more strategic partners may help
balancing cash flows and more importantly are meant to serve the
strategic objectives of maintaining key customer relationships and
market share. However, Neptune's operations for the foreseeable future,
particularly during an initial transition period, are expected to yield
significantly lower sales margins compared to the usual sales margins
prior to the incident.
-- Up to the incident, Neptune's growth in production has come, and was
planned to come in the future, from expansion at its Sherbrooke plant.
Neptune's strategic aim to outsource some of its production serves short
term strategic imperatives since Neptune will not directly benefit from
a production plant for an interim period of time, but is intended to
also mark a longer term strategic shift from a one-plant production
model to more diversified sources of production.
-- Neptune intends to continue the development of its Neptune Krill Oil(R)
portfolio of products and to maintain and defend its patents and its
intellectual property rights in NKO(R) and EKO(TM) and its product
candidates. It will also continue to maintain and develop its
intellectual property portfolio and to protect it against infringement
by third parties.
Human Resources
Despite the loss of its operating production facility, Neptune plans to
retain approximately 30 of its Sherbrooke employees (10 full-time and
20 part-time) employed to work on the reconstruction of an operational
production facility. Neptune has been forced in the circumstances to
temporarily layoff over 70 employees in Sherbrooke and at its Laval
head office. The duration of the layoff has not been determined and is
dependent on Neptune's ability to resume production at a new
operational production facility.
As previously disclosed, Neptune has set up a charitable fund to
provide assistance to the employees and families most affected by the
incident. The fund is already active and has permitted the payment of
certain employee salaries on an interim basis after the incident. As of
now the fund serves immediate and urgent needs of the families of the
victims, but in the longer term Neptune wishes that it remain in place
and contribute to helping employees in need. Neptune is in the process
of setting up a not-for-profit organization that will assist in
collecting and redistributing donations.
Senior management and employees of Neptune will be taking salary
reductions of at least 20% for an interim period during Plan
implementation. These salary reductions may be paid in full or in part
at a later date upon, among other things, a successful implementation
of the Plan and improved financial results of Neptune. Neptune and its
subsidiaries intend to provide incentive stock compensation as a means
of retention, partially offsetting salary reductions and as long-term
incentive for management and key employees. Neptune expects the
decrease of its workforce and reductions in salary to save
approximately 45% of its labour costs while such measures are in place.
Finance, Use of Public Offering Proceeds and Investor Communication
On October 2, 2012, Neptune announced the closing of its public
offering for gross proceeds of approximately US$34.1 million (the
"Public Offering"). If Neptune is able to execute its Plan successfully
and recover sufficient amounts under its insurance policies, in
addition to its cost cutting measures, Neptune believes that the
proceeds of the Offering can ultimately be deployed, over a longer
period of time than initially planned given the incident, in
substantially the same allocation as was disclosed in connection with
the Public Offering, except that the amount of approximately $US5
million initially allocated to the expansion of its Sherbrooke plant
may now otherwise be used towards the production of Neptune Krill
Oil(R) products, either in connection with the reconstruction of an
operational production facility or partnerships and/or arrangements
with strategic partners for the production of Neptune Krill Oil(R)
products.
Neptune will continue disclosing its financial statements and other
continuous disclosure documents within applicable prescribed delays,
and in connection with the announcement of quarterly or annual results
will hold a conference call with investors and analysts. Neptune will
however suspend for an indefinite period of time its practice of
providing revenue guidance at the end of each quarter.
Incident Investigation and Environment
Neptune continues to cooperate with the governmental authorities for
the ongoing investigation to determine the cause of the incident. Until
completion of the investigation, Neptune cannot provide any further
information regarding the cause of the incident. Neptune continues to
work with appropriate governmental agencies on the cleanup efforts at
the site.
On November 16, 2012, Neptune received from the Quebec Ministry of
Environment a notice alleging environmental non-compliance relating to
specific equipment acquisitions by Neptune and its plant expansion.
Further to wrong assertions in the media that such notice may relate to
acetone levels, Neptune clarified in media statements that the notice
received had nothing to do with the level or the compliance of the
total amounts of acetone stored on the Sherbrooke plant site and
indicated that the total amounts of acetone stored inside and/or
outside the plant as of and including the date of the incident were in
conformity with the certificate of authorization issued by the Quebec
Ministry of Environment in 2002. Neptune is cooperating with the
Ministry of Environment with the view to settle the notice alleging
non-compliance.
Neptune also provided to the Ministry of Environment a dismantling and
cleaning plan for the destroyed plant, accompanied by an environmental
monitoring program for soil, surface water and groundwater.
Activities of Neptune's Subsidiaries - Acasti Pharma Inc. and
NeuroBioPharm Inc.
As previously disclosed, the day-to-day operations and business of
Acasti have not been interrupted. CaPre(R), Acasti's lead prescription
candidate, is currently being evaluated in two Phase II clinical
trials, an open-label and a double-blind studies, with scheduled
interim reports for the latter. All required material for both studies
had already been produced. Both CaPre(R) and Onemia(TM), Acasti's
product marketed in the United States as a "medical food", are stored
in U.S. facilities outside Neptune's affected plant. Inventories of
CaPre(R) and Onemia(TM) are adequate, the market supply of Onemia(TM)
will continue as planned and the ongoing clinical trials on CaPre(R)
are not interrupted as a result of the incident. Raw material required
to produce additional Onemia(TM) is available and is stored outside
Neptune's affected plant and future production of Onemia(TM) will be
negotiated with third party manufacturers. Acasti will continue to be
dependent on the support of Neptune as its controlling shareholder.
Although it is at a much earlier stage of development, NeuroBio will
stick to its business plan and research and development activities will
continue as planned, although milestones and the start of
commercialization may be delayed. NeuroBio will also continue to be
dependent on the support of Neptune as its controlling shareholder.
We would like to recognize and thank our shareholders for their support
and understanding while we implement our Plan.
About Neptune Technologies & Bioressources Inc.
Neptune is a biotechnology company engaged primarily in the development
and commercialization of marine-derived omega-3 polyunsaturated fatty
acids, or PUFAs. Neptune has a patented process of extracting oils from
Antarctic krill, which omega-3 PUFAs are then principally sold as bulk
oil to Neptune's distributors who commercialize them under their
private label primarily in the U.S., European and Asian neutraceutical
markets. Neptune's lead products, Neptune Krill Oil (NKO(R)) and
ECOKRILL Oil (EKO(TM)), generally come in capsule form and serve as a
dietary supplement to consumers.
Through its subsidiaries Acasti (TSX-V:APO) and NeuroBio, in which
Neptune respectively holds 57% and 99% of the voting rights, Neptune is
also pursuing opportunities in the medical food and prescription drug
markets. Acasti and NeuroBio respectively focus on the research and
development of safe and therapeutically effective compounds for highly
prevalent atherosclerotic conditions, such as cardiometabolic disorders
and cardiovascular diseases, and for neurodegenerative and inflammation
related conditions. Acasti's lead prescription drug candidate is
CaPre(R), a purified high omega-3 phospholipid concentrate derived from
Neptune krill oil being developed to address the prevention and
treatment of cardiometabolic disorders, including hypertriglyceridemia,
which is characterized by abnormally high levels of triglycerides.
Forward Looking Statements
Certain statements included in this press release may be considered
forward-looking information within the meaning of Canadian securities
laws and forward-looking statements within the meaning of U.S. federal
securities laws, both of which we refer to as forward-looking
statements. Investors should keep in mind that the Plan discloses
intentions and expectations of Neptune. By its very nature, the Plan
constitutes almost entirely forward looking information, and in the
circumstances investors are cautioned to pay particular attention to
the information provided below. Actual execution of the Plan will be
critically important, and given that it is multi-faceted and long-term
the Plan may be varied over time to adapt to Neptune's changing
situation.
Forward-looking information can be identified by the use of terms such
as "may", "will", "should", "expect", "plan", "anticipate", "believe",
"intend", "estimate", "predict", "potential", "continue" or other
similar expressions concerning matters that are not statements about
the present or historical facts. Such statements involve known and
unknown risks, uncertainties and other factors that may cause results,
performance or achievements to be materially different from those
implied by such statements, and therefore these statements should not
be read as guarantees of future performance or results. All
forward-looking statements are based on Neptune's current beliefs as
well as assumptions made by and information currently available to
Neptune and include, but are not limited to, statements about:
-- Neptune's ability to generate revenue through the successful execution
of the Plan;
-- Neptune's ability to enter into third party supply and production
agreements on terms favourable to Neptune, and the ability of Neptune to
maintain sufficient inventory levels and meet customer demands as a
result of these third party supply and production agreements;
-- Neptune's ability, through its distribution partners, to continue to
successfully commercialize Neptune Krill Oil(R) products and to maintain
a market share position for krill oil products;
-- the continued cooperation and ultimate support of governmental
authorities with respect to the reconstruction plan;
-- Neptune's ability to obtain any required permits to reconstruct an
operational production facility in a timely fashion and to achieve
annual production capacities of krill products as projected;
-- Neptune's ability to recover all available insurance proceeds relating
to the incident under its various insurance policies;
-- Neptune's ability to obtain refinancing of its existing credit facility,
on terms favourable to Neptune, in order to provide additional capital
sources for the reconstruction of an operational production facility;
-- Neptune's ability to use the net proceeds from its recent public
offering for the purposes identified in Neptune's prospectus dated
September 19, 2012;
-- Neptune's ability to maintain and defend its patents and intellectual
property rights in NKO(R) and EKO(TM) as well as in its product
candidates;
-- Neptune's expectations regarding its financial performance, including
its revenues, expenses, gross margins, liquidity, capital resources and
capital expenditures; and
-- Neptune's ability to continue to invest in product development and
clinical trials, including supporting the pharmaceutical development of
its two subsidiaries, Acasti and NeuroBio.
Although the forward-looking information is based upon what we believe
are reasonable assumptions, no person should place undue reliance on
such information since actual results may vary materially from the
forward-looking information. Certain key assumptions made in providing
the forward-looking information include the following:
-- the generation of any material revenue prior to having an operational
production facility assumes that Neptune will be able to enter the
necessary third-party arrangements for the production of krill oil
products;
-- sales objectives for its krill oil products assume that Neptune will be
able to maintain customer relationships and that demand for its products
will continue;
-- plans for the reconstruction of an operational production facility, the
timing of such reconstruction and the anticipated use of the proceeds
from the Public Offering assume that Neptune will be able to recover in
full the amounts of its insurance coverage, that it will be able to
refinance its existing credit facility to provide additional capital
sources that may be required for the reconstruction in excess of its
insurance coverage and that no unexpected event will require uses of its
cash for reasons other than the reconstruction of an operational
production facility and the identified purposes for using the proceeds
from the Public Offering;
-- plans for the reconstruction of an operational production facility also
assume that Neptune will obtain the required governmental approvals and
permits in a timely manner;
-- expenses in product development or in supporting the pharmaceutical
development of Neptune's two subsidiaries, Acasti and NeuroBio, assume
that Neptune will not be required to use funds currently allocated to
product development for the purpose of the reconstruction of an
operational production facility or to cover costs or expenses arising
out of unexpected events;
-- Neptune's strategy to conclude partnerships and/or arrangements with
strategic partners for the production of krill oil products assumes that
Neptune will be able to identify third parties for that purpose, that
such third parties will have the required resources to support the
production of Neptune's products in a timely manner and that Neptune
will be able to enter into agreements with such third parties on terms
favourable to Neptune; and
-- Neptune's Plan assumes that Neptune will be able to continue to meet the
continued listing requirements of the NASDAQ Stock Market and the
Toronto Stock Exchange.
In addition, the forward-looking information is subject to a number of
known and unknown risks, uncertainties and other factors, many of which
are beyond our control, that could cause actual results and
developments to differ materially from those that are disclosed in or
implied by the forward-looking information, including, without
limitation:
-- the risk that despite its best efforts, Neptune will not be able to
continue to successfully commercialize Neptune Krill Oil(TM) products
and that its market share of krill oil products will erode;
-- the risk that Neptune may receive less insurance coverage than expected;
-- the risk that future uncertainties may compromise Neptune's ability to
achieve the implementation of the Plan, on time or at all;
-- the risk that Neptune will not be able to generate sufficient revenue
even despite a successful execution of the Plan;
-- the risk that Neptune will not be able to enter into third party supply
and production agreements in a timely manner on terms favourable to
Neptune;
-- the risk that Neptune will not be able to maintain sufficient inventory
levels nor meet customer demands as a result of the failure to enter
into third party supply and production agreements;
-- the risk that the investigation surrounding the incident at the
production facility could be delayed and that the results from the
investigation could have a negative impact on the Plan;
-- the risk that Neptune will not obtain required permits to reconstruct an
operational production facility in a timely fashion or that governmental
authorities will not support Neptune's reconstruction plan;
-- the risk that additional inspection or work reveal damages that have not
yet been assessed to the expansion facility that was under construction
and that is intended to form part of Neptune's future operational
production facility;
-- the risk that Neptune may face environmental liability, either as a
result of environmental contamination that cannot currently be assessed
resulting from the incident, or as a result of the notice alleging
environmental non-compliance received from the Quebec Ministry of
Environment;
-- the risk that Neptune will not succeed in restoring its production
capacities of krill oil products as projected;
-- the risk that Neptune will not be able to maintain its projected use of
the remaining net proceeds from its recent public offering for the
purposes identified in Neptune's prospectus dated September 19, 2012;
-- the risk that Neptune will not be able to obtain refinancing of its
existing credit facility, on terms favourable to Neptune, in order to
provide additional capital sources as may be required for the completion
of the expansion project of Neptune's manufacturing facility;
-- the risk that Neptune will not be successful in its efforts to maintain
and defend its patents and intellectual property rights in NKO(R) and
EKO(TM) as well as in its product candidates;
-- the risk that its financial performance deteriorate as a result of the
incident or that Neptune be forced to allocate funds to cover costs or
expenses arising out of unexpected events;
-- the risk that Neptune will not be able to continue to invest as planned
in product development and clinical trials, or the pharmaceutical
development of its two subsidiaries, Acasti and NeuroBio;
-- the risk that despite its best efforts, Neptune will not be able to
attract or retain skilled labour and key management personnel;
-- the risk that, due to the incident, lawsuits may be brought against
Neptune by the government or third parties, including claims for
liability, and that Neptune's insurance liability coverage not cover
fully or at all losses that may arise from such lawsuits or claims; and
-- the risk that Neptune may face intensified competition while it does not
have an operational production facility.
Consequently, all forward-looking information is qualified by this
cautionary statement and there can be no guarantee that the results or
developments that we anticipate will be realized or, even if
substantially realized, that they will have the expected consequences
or effects on our business, financial condition or results of
operations. Accordingly, you should not place undue reliance on the
forward-looking information. Due to the risks and uncertainties
outlined in this press release, as well as the risks and uncertainties
identified by Neptune in its Annual Information Form and other public
securities filings available at www.sedar.com and
www.sec.gov/edgar.shtml, actual events may differ materially from
current expectations. Except as required by law, Neptune disclaims any
intention or obligation to update or revise any forward-looking
statements.
CONTACT: Neptune Contact:
Neptune Technologies & Bioressources Inc.
Andre Godin, CFO
+1.450.687.2262
[email protected]
www.neptunebiotech.com
Neptune Technologies & Bioressources Inc.
Jean-Daniel Belanger, Director, Securities and
Corporate Affairs
+1.450.687.2262
[email protected]
www.neptunebiotech.com
Neptune Technologies & Bioressources Inc.
Frederic Harland, Director of Finance
+1.450.687.2262
[email protected]
www.neptunebiotech.com