Acquisition

Microgen PLC
09 September 2002

microgen

Information Management Solutions

www.microgen.co.uk



9 September 2002





                    Acquisition of Wishstream Limited





Microgen, the IT services company, has agreed to acquire the entire issued share
capital of Wishstream Limited, a leading provider of hosted e-billing services
for the telecom and utility sectors.



The initial consideration, payable to the institutional (bainlab Inc, Hays
Commercial Services Ltd and Harbor Investors LP) and management shareholders, is
£525,000, comprising £485,000 in cash and 95,238 new Microgen shares at £0.42
being the average closing mid-market price for the 5 days prior to announcement.
The new Microgen shares are being issued to the management shareholders and are
subject to phased restrictions on trading until March 2004. In addition, subject
to performance targets in the period from completion to 31 December 2003, a
deferred consideration may be payable to the management shareholders of up to
£415,000. The deferred consideration is payable in cash and/or shares (subject
to a minimum share price of £0.42) with the material proportion at Microgen's
discretion.



Application has been made to the UK Listing Authority and the London Stock
Exchange to admit the 95,238 new ordinary shares of 5p to the Official List. The
new shares will rank pari passu in all respects with the existing ordinary
capital. It is expected that admission will be granted on11 September 2002 and
that the shares will be listed on 12 September 2002, at which time completion
will occur.



Wishstream started trading in August 2000 and has established a growing position
as a provider of hosted e-billing services. For the 6 month period to 30 June
2002, unaudited management accounts report revenue of £294,000. The Wishstream
business will be fully integrated into the Microgen-Telesmart division and some
modest integration costs will be incurred in the current financial year. However
the Board believes that the opportunity to consolidate the e-billing sector and
continue to scale Microgen's e-services business makes Wishstream an attractive
acquisition. In addition, the combination of the two business models enhances
the Microgen service offering :



  • Microgen e-billing and related services have been developed to provide an
    order-to-cash solution in a multi-document environment, improving cashflow
    for the biller by simplifying the administrative process of payment. This
    model has proven successful in construction, distribution and manufacturing
    sectors.



  • Wishstream has focused its development on telecom and utility sectors with
    an emphasis on providing interrogation of the underlying billing data.
    Wishstream customer bill analysis tools will be integrated with the Microgen
    hosting/processing infrastructure to retain the benefits of the Wishstream
    model in a more robust environment.





As part of this transaction, Microgen UK Limited has reached agreement with Hays
Commercial Services Ltd, a subsidiary of Hays plc, to provide Microgen's
e-billing services to the Hays customer base. This agreement provides Hays with
the continuity of the integrated offering developed with Wishstream and opens up
a new distribution channel for Microgen e-services.





Martyn Ratcliffe, Executive Chairman of Microgen, commented:



'The acquisition of Wishstream further strengthens Microgen's position as the
leading provider of hosted e-billing services in the UK. Wishstream complements
our existing business and, following integration, is anticipated to be earnings
accretive in its first full year.'



Contact :



Martyn Ratcliffe, Executive Chairman
Mike Phillips, Group Finance Director     01753-847123



Giles Sanderson/Ben Way                   020-7831-3113
Financial Dynamics





Notes to Editors:



About Microgen:



Microgen plc (LSE: MCGN) provides software, consultancy and services enabling
businesses to collate, process and distribute data to enhance their business
processes and information output. The Group comprises three operating divisions.

1. Microgen-Telesmart uses these techniques in delivering value-added
transactional services including billing, payment and hosted database
applications to provide a range of managed services for B2B e-business process
integration.

2. Microgen-Kaisha provides vendor independent consultancy in data warehousing
and application integration to transform customer data into information.

3. Microgen-OST provides enterprise integration solutions, software and
consultancy to major financial institutions, enabling the application of
user-defined business rules, to integrate front, middle and back office systems.



www.microgen.co.uk

www.wishstream.co.uk










                      This information is provided by RNS
            The company news service from the London Stock Exchange