XMS Serves as Financial Advisor to BioLife Solutions on its acquisition of Stirling Ultracold

March 22, 2021

CHICAGO, ILLINOIS — XMS Capital Partners, LLC (“XMS”), a global, independent financial services firm providing investment banking, asset management and merchant banking services, announced that it served as financial advisor to BioLife Solutions, Inc. (NASDAQ: BLFS), on its acquisition of Global Cooling, Inc., operating as Stirling Ultracold ("Stirling"), a privately held manufacturer of ultra-low temperature ("ULT") mechanical freezers.


BioLife will issue 6,646,870 shares of common stock for 100% of the outstanding shares of Stirling in an all-stock transaction, which is expected to close early in the second quarter of 2021. With Stirling, BioLife believes that total GAAP revenue in 2021 will exceed $100 million and the transaction is expected to be accretive on an adjusted Net Income per share basis (Non-GAAP) in 2022 and beyond.


XMS advised BioLife management on the acquisition, providing financial analysis and valuation perspectives, in addition to rendering a fairness opinion to the BioLife Board of Directors. The transaction represents BioLife’s largest acquisition to-date and meaningfully expands the Company’s product line and commercial strategy. Stirling’s CEO, Dusty Tenney, will join BioLife as President and Chief Operating Officer.


Benefits of the Transaction

The Stirling acquisition constitutes another step in BioLife’s M&A strategy to consolidate the bioproduction tools and services space by adding novel and disruptive technologies to its portfolio. Stirling is uniquely positioned with a portfolio of mechanical freezers utilizing the proprietary Stirling engine that completely spans the non-liquid nitrogen storage temperature range for frozen biologics, including vaccines. Combined with BioLife's current Custom Biogenic Systems ("CBS") LN2 freezers, the Company can now offer customers the broadest portfolio of freezers for temperature-sensitive materials. Stirling has partnered with UPS and other logistics providers to supply ULT freezers and accessories for distribution and point of care storage of COVID-19 vaccines.

BioLife intends to fully leverage its extensive relationships with leading cell and gene therapy companies to drive sales of Stirling freezers. BioLife also envisions opportunities to market to Stirling's customers by offering BioLife's full portfolio of bioproduction tools and services including CryoStor® and HypoThermosol® biopreservation media, ThawSTAR® automated thawing products, the evo® cold chain management system, CBS LN2 freezers and SciSafe biologic storage services. BioLife will expand the reach of the Stirling sales team and distributors to provide access to the entire BioLife bioproduction tools and services portfolio offered to the cell and gene therapy and biopharma markets.


About XMS Capital Partners

XMS Capital Partners, established in 2006, is a global, independent financial services firm providing investment banking, asset management and merchant banking services to clients. It has offices in Chicago, London and Boston.

XMS provides Involvement Banking™, which goes beyond transaction-oriented investment banking and focuses on delivering objective, value-added advice and custom tailored solutions to help clients achieve their strategic goals. It consistently creates value for its clients by giving them access to comprehensive, independent M&A, strategic advisory, financial restructuring, capital structure advisory and private capital advisory expertise.

XMS Capital Partners, LLC is a FINRA member and SIPC member. XMS Capital Partners (UK) Limited is authorized and regulated by the Financial Conduct Authority. For more information, please visit www.xmscapital.com.


About BioLife Solutions

BioLife Solutions is a leading supplier of class-defining cell and gene therapy bioproduction tools and services. Its tools portfolio includes proprietary CryoStor® freeze media and HypoThermosol® shipping and storage media, ThawSTAR® family of automated, water-free thawing products, evo® cold chain management system, Custom Biogenic Systems high capacity storage freezers and SciSafe biologic storage services. For more information, please visit www.biolifesolutions.com, and follow BioLife on Twitter.


About Stirling Ultracold

Stirling Ultracold, a division of Global Cooling, Inc., manufactures and sells environmentally sustainable ultra-low temperature (ULT) freezers for the global market from its headquarters in Athens, Ohio. Powered by the free-piston Stirling engine, and the first in the U.S. to use 100 percent natural refrigerants, these upright and undercounter ULT freezers use less than one-third the electric power of standard compressor-based ULT freezers, as validated by the industry's first ENERGY STAR® partnership for ULT freezers. The company also produces the industry's only portable ULT solution available for remote clinical trials and biologic drug delivery. For more information, please call (740) 274-7900, or visit the company's website, www.StirlingUltracold.com.