Acquisition of Quadramed Ltd

Fulcrum Pharma PLC 09 February 2006 For immediate release 9 February 2006 FULCRUM PHARMA PLC ('the Group' or 'the Company') Strengthens regulatory services by acquisition of Quadramed Ltd Fulcrum Pharma plc (AIM: FUL), the drug development and strategic outsourcing services company, is pleased to announce the acquisition of Quadramed Ltd (' Quadramed'), a regulatory consultancy business, for a maximum total consideration of £1.6 million based on net assets of £300,000, in a combination of shares, loan notes and cash. The deal's terms include an initial payment of £1.1 million and a performance based earn-out. The acquisition of Quadramed is the first step in the delivery of Fulcrum's strategic objective of deepening its expertise in regulatory services. Quadramed significantly strengthens Fulcrum's existing regulatory services capability, both by expanding capacity and by broadening the Company's range of services into marketing authorisation submissions. The acquisition is also expected to broaden the customer base as there is little overlap between the clients of Fulcrum and Quadramed. Fulcrum will look to develop its expertise and offering in the regulatory consultancy business both organically and by making further acquisitions where suitable opportunities arise. Quadramed, which was founded in 1991, is a provider of regulatory consultancy services relating to clinical trials, marketing authorisation submissions and post-approval maintenance. Its clients include biotechnology and pharmaceutical companies in both Europe and the US. Quadramed, which is based in Midhurst, West Sussex, has business relationships with a network of regulatory consultancies across Europe. In the year ending 30th June 2005, Quadramed reported sales of £1,360,000, profits before tax and directors' remuneration of £466,000 and net assets of £133,000. Under the sale and purchase agreement, the initial consideration of £1.1 million is to be satisfied as follows: £50,000 in cash, £700,000 by the issue of loan notes (of which £500,000 are guaranteed), £250,000 by the issue of 6,666,667 new ordinary shares in the Company, and £100,000 by the issue of EMI share options to Quadramed employees. The earn out is based on the turnover of Quadramed in the first 12 months following completion of the acquisition. If the turnover in the period is £1.3 million or less, no deferred consideration is payable. Thereafter, a deferred consideration will be paid on a pound for pound basis for turnover above £1.3 million, up to a maximum of £500,000. The deferred consideration will be satisfied by the issue of loan notes by the Company. Application has been made for the 6,666,667 new ordinary shares to be admitted to AIM and admission is expected to occur on 14 February 2006. Jon Court, Chief Executive of Fulcrum Pharma, said: 'This earnings enhancing acquisition delivers a key strategic objective and strengthens a part of our business that we have identified as offering growth potential. I would like to welcome the Quadramed team to Fulcrum and look forward both to the synergies of the acquisition and to offering a broader service to our clients.' Chris Brooks, Managing Director of Quadramed, said: 'Fulcrum offers a unique approach to drug development and we are very excited about joining the Group. We look forward to developing further our regulatory affairs services which will benefit both our existing clients and Fulcrum's clients.' For further information, please contact: Fulcrum Pharma PLC Tel: 0870 710 7152 Jon Court, Chief Executive Buchanan Communications Tel: 020 7466 5000 Mary-Jane Johnson This information is provided by RNS The company news service from the London Stock Exchange
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