RNS Number : 9426U
Xenetic Biosciences PLC
04 January 2012
Xenetic Biosciences PLC
('Xenetic' or the 'Company')
Closing Update Re: the proposed Acquisition of SymbioTec GmbH; arrangements with Serum Institute of India and proposed Open Offer
Xenetic Biosciences plc (AIM: XEN.L), the bio-pharmaceutical company specialising in the development of high-value differentiated biologic drugs and vaccines, announces an update in relation to completion of the Proposals set out in the Shareholder Circular of 4 August 2011 (the "Circular"), and as approved by shareholders at the Company's General Meeting held on 2 September 2011. Defined terms in this announcement shall have the meanings given to them in the Circular unless the context requires otherwise.
The Company recently announced that completion of the acquisition of SymbioTec GmbH ("SymbioTec") ("the Acquisition") was expected to occur by no later than 31 December 2011. This has not proved possible, inter alia as a result of certain new disclosures that have been made by the Sellers in relation to warranties to be given at Completion, and in relation to the conduct of SymbioTec's affairs since 4 August 2011. These include continuing uncertainty as to the establishment of satisfactory arrangements concerning the entitlements under German law of various individuals and ex-employees (co-inventors of the Bis-met histone technology platform) as regards future revenue streams arising from the technology platform.
The Company is working to achieve a commercially acceptable solution to the above, but to date a result that satisfies the Company has not been achieved. Consequently, and with a view to bringing to a close the protracted efforts of all parties to the proposed Acquisition, the Xenetic Board has informed the Sellers that, unless final terms satisfactory to the Company are concluded by no later than close of UK business on 16th January 2012, the Acquisition process will be terminated. While the Company is hopeful that a satisfactory outcome can be achieved it will maintain a robust stance on the matter and reserves all of its rights under the Sale and Purchase Agreement.
One consequence of the foregoing is that the Company therefore now expects to conclude all of its proposed arrangements with the Serum Institute of India ("SIIL") under the Master Agreement (et al) by no later than 20th January 2012. These include legal completion of the new Master Agreement (on which date Xenetic will issue as fully paid 9 million New Ordinary Shares) as well as SIIL's subscription for a further 2.5m New Ordinary Shares to be issued at a price of 11 pence per share (representing a premium of 31.2% based on the mid-market closing price of a Xenetic Ordinary Share on 3rd January 2012) thereby raising £275,000 of new capital for the Company.
With respect to the proposed Open Offer, the Company will monitor near term market conditions prevailing after completion of First Closing (that is, after either the earlier of completion of the Acquisition of SymbioTec or the termination of the Sale and Purchase Agreement), particularly as respects the Ordinary Share price, thereby to determine whether the Open Offer should be pursued.
Further announcements will be made in due course.
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