Acquisition of Theragenetics Limited
Avacta Group plc
Acquisition of Theragenetics Limited
Avacta Group plc ("Avacta" or the "Company"), which develops detection and
analysis technology aimed primarily at the pharmaceutical and healthcare
markets, with additional applications in the industrial and security sectors,
is pleased to announce the acquisition of Theragenetics Limited
("Theragenetics") ("the Acquisition").
The maximum consideration is £2,050,000 payable by the issue of up to
67,566,667 Avacta ordinary shares of 0.1p ("Avacta Shares") each fully paid at
3p per share, a 14% premium to the closing midmarket share price on 14 January
2009, the latest practicable date prior to the release of this announcement,
and £23,000 in cash.
The consideration payable at completion ("Initial Consideration") for the
Acquisition is £1,000,000 which will be satisfied by £23,000 cash and the issue
of 18,922,612 Avacta Shares ("Initial Consideration Shares") and approximately
£409,000 of Convertible Loan Notes convertible into 13,644,055 Avacta Shares.
In addition, consideration payable upon the agreement of Completion Accounts
("Deferred Consideration") of up to £1,050,000 will be satisfied by the issue
of up to 20,336,480 Avacta shares ("Deferred Consideration Shares") and up to
approximately £440,000 of Convertible Loan Notes convertible into 14,663,520
Avacta Shares.
The Convertible Loan Notes can be converted into Avacta Shares at the request
of either the Company or the holder at any time subject to certain limited
exceptions. The Convertible Loan Notes are non-interest bearing and no coupon
is payable. It is the Company's intention that the Convertible Loan Notes will
be converted into Avacta Shares at the earliest practical opportunity.
Application will be made for the Initial Consideration Shares to be admitted to
trading on AIM, which is expected to take place on 21 January 2009. Application
will be made for the balance of the Deferred Consideration Shares to be
admitted to trading on AIM upon finalisation of the completion accounts.
Theragenetics is a personalised medicine diagnostics company which is
developing tests to improve the treatment of patients with central nervous
system ("CNS") disorders such as schizophrenia and depression. This Acquisition
follows the announcement by the Company on 9 January 2009 of the proposed
acquisition of Curidium Medica plc ("Curidium") which, similarly, operates in
the field of CNS personalised medicine whilst employing complimentary,
non-conflictive science and technology.
A principal objective of personalised medicine is to identify which patients
will respond more effectively to any given drug treatment. In this way the most
appropriate drugs can be administered leading to improved patient outcomes.
Drugs that previously may not have been taken to market by pharmaceutical
companies because they were not effective for the majority of patients can then
be commercialised for use with specific patient sub-groups. Mental illness, for
example, represents an area that would benefit greatly from personalised
medicine both in terms of diagnostics and treatment.
Part of Avacta's strategy is to develop and apply its proprietary analytical
skills and technology towards the need for rapid identification and diagnosis
at the molecular level, whether in healthcare, pharmaceutical development or in
other industrial field applications. The acquisitions of Theragenetics and
Curidium will consolidate strong IP positions in CNS personalised medicine
tests and combined with Avacta's own commercialisation skills should help to
provide important new technology and services to the healthcare sector.
Theragenetics operating loss for the nine months ended 31 December 2008 as
extracted from the management accounts was approximately £1,182,000 (unaudited
for the year ended 31 March 2008: approximately £934,000). At 31 December 2008
as extracted from the management accounts, Theragenetics net assets were
approximately £975,000 (unaudited for the year ended 31 March 2008:
approximately £2,157,000) and had net cash of approximately £1,148,000
(unaudited for the year ended 31 March 2008: approximately £2,471,000).
As the vendors of Theragenetics include IP Group PLC ("IP Group") which,
through its subsidiary company, Techtran Group Limited, is a substantial
shareholder of Avacta, the acquisition is classified as a related party
transaction under the AIM Rules. With the exception of Alan Aubrey, who is a
director of Avacta and of IP Group, the directors of Avacta consider, having
consulted with Daniel Stewart & Company plc, the Company's nominated adviser
and joint broker, that the terms of the transaction are fair and reasonable
insofar as its shareholders are concerned.
Alastair Smith, Chief Executive Officer, Avacta, commented:
"This is an opportunity for Avacta to develop further its business in the
diagnostics sector. The anticipated integration of Theragenetics and Curidium
within the enlarged group will create a strong intellectual property position
in CNS personalised medicine that has the potential to be a significant asset
to the Group."
15 January 2009
Enquiries:
Avacta Group plc Tel: 0870 835 4367
Alastair Smith, Chief Executive Officer
Tim Sykes, Chief Financial Officer
www.avacta.com
Daniel Stewart & Company plc Tel: 020 7776 6550
Lindsay Mair/Charlotte Stranner
www.danielstewart.co.uk
Novum Securities Limited Tel: 020 7562 4700
Henry Turcan
Haggie Financial LLP Tel: 020 7417 8989
Nicholas Nelson/Kathy Boate Nicholas.nelson@haggie.co.uk
Notes to Editors:
In accordance with Rule 2.10 of the City Code, Avacta confirms that it has
843,560,824 ordinary shares of 0.1 pence each in issue and admitted (or pending
admission) to trading on the AIM Market of the London Stock Exchange's under
the UK ISIN Code GB0033519546.
Daniel Stewart & Company plc, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Avacta and no one
else in connection with the Acquisition and will not be responsible to anyone
other than Avacta for providing the protections afforded to clients of Daniel
Stewart & Company plc nor for providing advice in relation to the Acquisition
or any other matter referred to herein.
Novum Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Avacta and is acting
for no one else in connection with the Acquisition and will not be responsible
to anyone other than Avacta for providing the protections afforded to clients
of Novum Securities Limited or for providing advice in relation to the
Acquisition or any other matter referred to herein.
Dealing Disclosure Requirements:
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in
1% or more of any class of "relevant securities" of the Company, all "dealings"
in any "relevant securities" of that company (including by means of an option
in respect of, or a derivative referenced to, any such "relevant securities")
must be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of the Company, they will be deemed to be a
single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of the Company by the Company, or by any of its respective
"associates", must be disclosed by no later than 12.00 noon (London time) on
the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on
the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
About Avacta:
Avacta was spun-out from the University of Leeds in 2004 by its current
management team as a biophysics company, with the aim of combining the
disciplines of physics and biology to develop innovative technologies and
expert technical services to address needs in the pharmaceutical, defence and
clinical diagnostics markets. Avacta has a core bio-analytical technology
development programme addressing the needs of the biopharmaceutical sector to
fully characterise their new products at the earliest stage in their
development to reduce the risk of late stage failure. High value solutions in
clinical diagnostics are also being targeted for these core bio-analytical
technologies and for Avacta's trace gas analysis technology as well as
opportunities in industrial and military sensing applications.
A successful and growing part of the Avacta business model is its technical services arm,
Avacta Analytical Limited, which is focused on providing leading edge contract
research to the biopharmaceutical and healthcare/personal-care materials
sectors. Avacta listed on AIM in August 2006 through the reverse takeover of
Readybuy plc which changed its name to Avacta Group plc.
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