Further Acqn. of Interest
ASCOT PLC
29 September 1999
Ascot Plc ('Ascot')
Proposed Acquisition of outstanding 70% of
Chirotech Technology Limited ('ChiroTech')
for £54 million debt free
* ChiroTech is a highly regarded company in the provision
of chiral technology products and services to the global life
sciences industries. Ascot acquired 30 per cent of ChiroTech
for £30 million in September 1998
* Strong market position - approximately 80% of drugs
entering development are chiral driving growth of 8-10 per
cent per annum in the chiral intermediates market
* The proposed acquisition represents a major extension to
Ascot's outsourcing services to the pharmaceutical and
chemicals industries
* Combination of ChiroTech with Mitchell Cotts Chemicals
offers enhanced commercial opportunities to Ascot
Howard Dyer, Executive Chairman of Ascot, commented:
'This is a key strategic move for Ascot into a high growth
market driven by increased outsourcing by pharmaceutical
companies. It is also expected to be earnings enhancing in
the first full year.'
Ascot Plc
Proposed Acquisition of outstanding 70% of ChiroTech
Ascot announces that it has entered into an agreement with
Celltech Chiroscience to acquire the 70 per cent of the issued
share capital of ChiroTech which it does not already own for a
cash consideration of £54 million on a debt-free basis (the
'Acquisition'). Prior to completion, a dividend of £5 million
will be payable to Celltech Chiroscience out of existing
ChiroTech cash balances.
ChiroTech is a highly regarded company in the provision of
chiral technology products and services to the global life
sciences industries.
The Acquisition meets one of Ascot's principal objectives by
adding to the development of its international fine
(pharmaceutical) and speciality chemicals outsourcing
businesses. The Acquisition will be financed out of new
committed bank facilities provided by Ascot's current banking
syndicate.
Background to and reasons for the Acquisition
On 1 September 1998 Ascot acquired a 30 per cent interest in
ChiroTech for £30 million in cash. The remaining 70 per cent
interest in ChiroTech was retained by Chiroscience. The
rights attaching to the shares acquired included, inter alia,
a preferential dividend of £3 million per annum and priority
ranking over all other equity capital. In addition, Ascot's
fine chemicals manufacturing subsidiary, Mitchell Cotts
Chemicals, entered into a manufacturing agreement with
ChiroTech to combine their respective strengths in chiral
technology and pharmaceutical intermediates manufacturing.
At the time of the acquisition of its 30 per cent interest in
ChiroTech, Ascot entered into a Shareholders' Agreement with
Chiroscience under which it obtained the right, in the event
of a change of control of Chiroscience, either to purchase
from Chiroscience the shares in ChiroTech not already owned by
it (the Call Option) or to sell its holding in ChiroTech back
to Chiroscience (the Put Option).
The Boards of Ascot and Celltech Chiroscience have agreed to
suspend the termination and valuation provisions of the
Shareholders' Agreement and have agreed the terms of the
Acquisition, including the timetable and consideration,
outside the terms of the Shareholders' Agreement. Ascot
retains the right to acquire the remaining 70 per cent or
dispose of its existing 30 per cent interest in ChiroTech by
virtue of the exercise either of its Call Option or its Put
Option at the end of the suspension period.
Particular benefits to Ascot expected to arise from the
Acquisition include:
* Increased exposure to a high growth sector
* Independence from Chiroscience which is expected to
generate opportunities for ChiroTech with customers who
previously would not allow confidential technology to be
developed by a subsidiary of a competitor
* The provision of a comprehensive and cost effective
pharmaceutical and chemical outsourcing service through one
group
* The continued development of Ascot's global chemical
outsourcing business is enhanced by the capability to
determine and prioritise the strategic focus of ChiroTech,
including the re-investment of its free cash flows
Information on ChiroTech
ChiroTech is a global chiral technology business based in
Cambridge. Its products and services include the development,
manufacture and supply of chiral intermediates to the life
sciences industries; contract research and development
services; supply of catalysts for use in pharmaceutical
development and manufacture; and building blocks of chiral
chemicals which aid drug discovery processes and lead
optimisation.
ChiroTech's business is currently structured into four key
areas: Advanced Chiral Products; ChiroSure; ChiroCats; and
ChiroChem.
1. Advanced Chiral Products
The development and supply of advanced chiral products
('ACPs') is the primary revenue and profit generating
activity of ChiroTech. ChiroTech collaborates with its
pharmaceutical customers from the initial stages of drug
development either by producing chiral intermediates or
by developing improved production processes. ChiroTech
therefore maximises its potential involvement in the
complete drug development and manufacturing process.
Chiral intermediates are supplied in anything from
kilogram to multi-tonne quantities. Small quantities are
manufactured by ChiroTech using its pilot plant
facilities; larger quantities are manufactured under
contract for ChiroTech by Mitchell Cotts Chemicals,
Shasun Chemicals & Drugs (India) and other manufacturers.
ChiroTech has built considerable expertise and worked
with major pharmaceutical companies in the development of
anti-viral, and in particular HIV-related, drugs. This
has been a focus of drug development activity for the
pharmaceutical industry in recent years. In addition,
ChiroTech is working in other therapeutic areas including
anti-cancer, anti-inflammatory, anti-viral (influenza)
and neurological products. ChiroTech's key customers
include Glaxo Wellcome, Pfizer, Alcon, UCB, Pharmacia &
Upjohn, Triangle, and Ortho-McNeil.
One of the main ACP products currently supplied is (-)
lactam for which ChiroTech holds worldwide substance of
matter and process patent rights until 2010. The most
significant current use is in the production of Ziagen
(Abacavir), Glaxo Wellcome's recently launched anti-viral
HIV drug. (-) lactam is also generating significant
revenues from other customers and in other therapeutic
areas.
2. ChiroSure
ChiroTech provides its clients with collaborative
contract research and development, and chiral problem
solving services.
ChiroTech has a track record in this area of over 50
projects over the last five years and has a proven
history with major pharmaceutical customers such as
Pfizer, Pharmacia and Upjohn, Alcon Laboratories and
Triangle Pharmaceuticals.
3. ChiroCats
ChiroTech has exclusively licensed a number of catalysis
technologies. Catalysts are powerful reactive substances
used in the chemical manufacture of chiral intermediates.
Catalysts improve the economic scale and efficiency of
manufacturing processes. The catalysts are used in the
pharmaceutical, fine chemicals, agrochemical and flavours
and fragrances industries.
4. ChiroChem
ChiroChem provides chiral building blocks in order to
enhance discovery chemistry and lead optimisation in
order to reduce the time to market for its customers.
Earnings are expected to be generated when the customer
finds a suitable compound and requests ChiroTech to
supply larger quantities. In December 1998 ChiroTech
established a joint venture with CombiChem based in San
Diego, California, named ChiroChem Discovery Services to
design, synthesise and market targeted chiral libraries
of chemical compounds. ChiroTech has also recently formed
an alliance with Lancaster Synthesis to establish a
specialised catalogue of chiral compounds.
Through the above product and service groups, ChiroTech
generates revenues from a broad range of products in all
clinical phases of pharmaceutical product development.
ChiroTech is currently working on four launched products, six
projects which are in Phase III clinical trials, a further
five projects which are in Phase II clinical trials, and many
other projects which are at earlier stages of development.
In addition to its existing in-house technology, ChiroTech
maintains relationships with academic experts based in a
number of prominent universities around the world. As new
technologies are developed by such academic experts, these
relationships assist ChiroTech in licensing and
commercialising the technology in the development of its
customers' pharmaceutical products.
ChiroTech has recently moved to new offices and laboratory
premises, comprising 10,000 square feet, on the Cambridge
Science park, which are separate from Chiroscience.
In summary, the Directors believe that the key strengths of
ChiroTech include:
* Patent protected proprietary technologies and scientific
know-how
* Laboratory and scale up (pilot plant) capabilities allied
with manufacturing capabilities
* Strong market reputation and established long-term
relationships with an extensive list of international
customers
Market
According to recent market research, about 30 per cent of the
total drug market and approximately 80 per cent of drugs
entering development are chiral. The chiral intermediates
market is estimated to be in the range of £3 billion to £4
billion per annum and growing at between 8 and 10 per cent per
annum. Pharmaceutical companies increasingly outsource process
research and intermediate manufacturing. This is for the
following reasons:
* an increasing level of drug discovery activity
* the need to shorten the time period between initiation of
drug development and product launch
* increasing complexity of drug design and integration of
chirality into the design; and
* a preference by regulators for chiral drugs which have
greater therapeutic effects and reduce the incidence of
adverse side effects
This trend towards outsourcing is driving growth in the
intermediates market, particularly for processes involving
chirality.
Management
The Board of ChiroTech currently comprises a managing director
and two non-executive directors (one representing Ascot, and
the other Chiroscience). The senior management team of six
includes five PhD scientists and this team will remain in
place following completion of the Acquisition.
The non-executive director appointed by Chiroscience will
resign with effect from completion. The current managing
director of ChiroTech, Alan Shaw, resigned on 12 August 1999,
in order to pursue an alternative career opportunity. In line
with normal Group policy, ChiroTech will report into the Board
through Ascot's special operations team.
ChiroTech's trading record
The table below sets out ChiroTech's turnover and operating
profit in the last three financial years:-
Year ended 28 February
1999 1998 1997
£'000 £'000 £'000
Revenues 30,082 15,985 9,199
Cost of sales (13,749) (6,735) (6,698)
Gross profit 16,333 9,250 2,501
Sales, general and
administrative costs (1,623) (1,314) (974)
Research and development costs (2,181) (830) (283)
Operating profit 12,529 7,106 1,244
Over the last three years ChiroTech has experienced strong
growth in sales and operating profit. The clinical development
and subsequent launch (including pre-launch stock building) of
Glaxo Wellcome's new HIV drug, Ziagen, for which ChiroTech
supplied a (-) lactam intermediate, contributed significantly
to this strong growth. The net assets of ChiroTech as at 28
February 1999 were £2.9 million.
Ascot's current trading and prospects
As stated in the Company's recent announcement of its interim
results on 8 September 1999, Ascot has achieved record sales
and profits in the first six months of this financial year
together with a significant increase in earnings per share.
The integration of Haltermann with Ascot's existing speciality
chemicals operations is progressing well and has contributed
significantly to the strong performance in the speciality
chemicals business this year.
In its interim results Ascot reported a contribution to
operating profit of £2.3 million for its 30% interest in
ChiroTech. This reflected (-) lactam deliveries by ChiroTech
continuing at a high level beyond 28 February 1999 as a result
of Ziagen production for the first half of 2000. With the
stock build programme now completed no further sales of the
product to Glaxo Wellcome are expected before quarter two
2000. This will effect ChiroTech's contribution to the Ascot
results for the financial year ending 31 December 1999.
However, the ChiroTech revenue base is now broadening
considerably and the Board currently expects new products to
make a positive contribution to the Enlarged Group's trading
performance in Ascot's next financial year. The Acquisition
is expected to be earnings enhancing in the first full year
following completion.
Extraordinary General Meeting
Notice convening an Extraordinary General Meeting to be held
at the offices of Dresdner Kleinwort Benson at 20 Fenchurch
Street, London, EC3P 3DB on 15 October 1999 will be set out in
a circular due to be sent to shareholders today. The purpose
of the Extraordinary General Meeting is for Ascot shareholders
to consider and, if thought fit, to pass a resolution to
approve the Acquisition.
Date 29 September 1999
Contacts Howard Dyer, Executive Chairman
Martin Rogers, Finance Director
Ascot Plc 0171 815 0805
Charles Batten / Michael Bedford
Dresdner Kleinwort Benson 0171 623 8000
David Bick
Holborn Public Relations 0171 929 5599
david_bick@holbornpr.co.uk
Notes to Editors
Chirality is the property of molecules containing non-
superimposable mirror-image structures which, when separated,
differ in their interaction with biological matter. Chiral
technologies are utilised to separate these mirror-image
structures. Pharmaceutical companies and regulatory
authorities have recognised the importance of chirality in
drug development for providing improved chemistry, greater
therapeutic effects and fewer adverse side effects.
ChiroTech's expertise covers all the main elements of chiral
technology and its services are provided to blue chip
pharmaceutical, health care, agrochemical and chemical
customers around the world. Pharmaceutical companies are
increasingly outsourcing their chiral product development and
manufacturing, and focusing on drug discovery in order to
reduce the time and cost required to bring new drugs to
market.