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.
UK 100