Acquisition

RNS Number : 8133O

Advanced Oncotherapy PLC

25 September 2013

 



25 September 2013

ADVANCED ONCOTHERAPY PLC

("Advanced Oncotherapy" or "the Company")

Completion of Acquisition of ADAM S.A, a CERN Spin Off Company

Further to the announcement issued on 24 April 2013, Advanced Oncotherapy (AIM: AVO) is pleased to announce that it has completed the acquisition of the entire issued share capital of ADAM S.A. ("ADAM") for a consideration to the vendor of stock and warrants in Advanced Oncotherapy.

·      Advanced Oncotherapy completed the purchase of ADAM which firmly establishes the Group as the most cost effective provider of 3 room treatment centres in a growing world market of proton therapy, which is expected to treble by 2018.

*MEDraysintell, Proton Therapy World Market Report Edition 2013

·      The Group's new equipment called Linac Image Guided Hadron Technology - or LIGHT, the next generation of proton beam therapy, and has an order pipeline at £200+ million and an anticipated net profit margin of 10% on this future revenue stream.

·      Staged milestone payments from purchasers of LIGHT equipment will significantly impact the Group's cash flow.

Since announcing the proposed acquisition, Advanced Oncotherapy has signed agreements to provide eight LIGHT machines - the next generation of proton beam therapy - to locations in the UK and the USA. The order pipeline now stands at over £200 million with a projected net profit margin of 10% on this future revenue. The current plan is to deliver the first LIGHT equipment in Q4 2016/Q1 2017. Revenues from these projects are expected to be received by the Company throughout 2017 and 2018.  Milestone related payments from sales are anticipated to make significant contributions towards cash flow.

The original acquisition agreement was subject to the completion of financing by Advanced Oncotherapy ("Financing Condition").  However, the market response to LIGHT - the next generation of proton beam therapy - has resulted in the Company reassessing its overall financing plans. A number of new and attractive financing options have been presented, including the provision of scientific grants, and the Board hopes to finalise this process and report to shareholders during Q1/Q2 2014.

As part of the process of accelerating the completion of the ADAM acquisition, BRAHMA AG ("BRAHMA"), the current owner of ADAM, has waived the Financing Condition in the purchase contract.  BRAHMA is being issued with 171,072,801 new ordinary shares of 1p each in the Company ("Ordinary Shares") representing 29.9% of the enlarged share capital of the Company.  BRAHMA is also being issued with 51,112,650 new warrants representing 29.9% of the enlarged number of warrants in issue on the following basis:

End date	Exercise price (£)	Total
27/10/2013	0.150	11,374,227
21/12/2014	0.045	1,706,134
21/12/2014	0.060	1,706,134
31/07/2015	0.011	34,122,682
10/12/2016	0.050	70,805
25/09/2017	0.010	2,132,668

Application will be made for the new Ordinary Shares, which on admission will rank pari passu with the existing issued Ordinary Shares, to be admitted to AIM, which is expected to take place on 1 October 2013. 

When the financing mentioned above has been completed as anticipated, in Q1/Q2 2014, BRAHMA will be issued with additional Advanced Oncotherapy shares to provide it with a maximum 25.1% shareholding in the enlarged share capital of the Company.

Alberto Colussi, Chairman of ADAM, said: "I am very satisfied to see that the research efforts of ADAM have found strong hands to take them forward to market, so we can bring this great technology to patients.  I must thank the management of CERN for their on-going support and collaboration with ADAM."

Advanced Oncotherapy's CEO, Dr Mike Sinclair, said, "We believed from the start that the distinctive combination of our hands-on commercial experience in healthcare and ADAM's revolutionary technology could bring significant rewards to both patients and investors. To date, our skill in bringing this disruptive technology to progressive and growing markets has made the business case even stronger.  I am delighted that we have been able to complete this acquisition and we look forward to welcoming Niccolo Colussi and Luca Campaiola from ADAM to our Board shortly."

For further information, please visit www.advancedoncotherapy.com or contact:  

Michael Sinclair, Chief Executive	Sandy Jamieson	Jon Levinson/ Lucy Williams	Simon Hudson
Advanced Oncotherapy Plc	Libertas Capital Corporate Finance Ltd	Peterhouse Corporate Finance	Tavistock Communications
	(NOMAD & Joint Broker)	(Joint Broker)	(Financial PR & IR)
[phone]	[phone]	[phone]	[phone]

About Advanced Oncotherapy Plc ("AVO")

1.  AVO is a provider of radiotherapy services that harnesses the best in modern technology.  As a result, we offer cancer patients affordable access to innovative treatments with proven better health outcomes.

2.  ADAM is a company spin off from CERN (The Large Hadron Collider) and focuses on the development of a proprietary radiation technology called LIGHT- the new generation of proton beam therapy.  This technology offers patients and providers the benefits of proton beam therapy at significantly reduced capital and running costs.

3.  AVO's subsidiary company, Oncotherapy Resources Ltd, offers an exclusive mobile service for intraoperative radiotherapy (SD-IORT).  This form of radiotherapy is used in a variety of cancers, notably breast cancer, and offers a convenient, safe and effective alternative for the patient.  It is currently available in the UK through a number of hospitals.

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