Completion of Acquisition
Omega Diagnostics Group PLC
03 September 2007
Omega Diagnostics Group plc
Completion of Acquisition
Omega Diagnostics Group plc ('Omega'), the AIM listed medical diagnostic
company, announces that it has completed the acquisition of the entire issued
share capital of Genesis Diagnostics Limited and Cambridge Nutritional Sciences
Limited (together 'Genesis-CNS').
Genesis-CNS is a growing, profitable, cash-generative business serving the
clinical and consumer diagnostics markets. Genesis-CNS supplies test kits to
hospital laboratories in the UK and overseas, via a network of distributors, in
27 countries. In addition Genesis-CNS offers food intolerance test services to
healthcare practitioners and has developed a home test kit for food intolerance
which has received the CE mark and can be sold to consumers directly. The
company has also developed two complementary technologies, the macro- and the
microarray which it currently utilises in its own products and services.
At the EGM on 30 August 2007 shareholders approved the completion of the
Acquisition, the Placing, the Share Consolidation and the Capital Reorganisation
and this morning the Second Admission Shares were admitted to trading on AIM.
Further to the announcement on 30 August 2007 the Company's issued share capital
now consists of 14,875,693 New Ordinary Shares of 4 pence each.
Initial Consideration and Funding
Initial consideration payable for the Acquisition was £5.7m and was payable as
follows:
(a) £3.2 million payable in cash at Completion (approximately £2.9 million net
of the cash on Genesis - CNS' balance sheet at Completion);
(b) the issue of 4,461,220 Consideration Shares at the Placing Price and an
amount in cash of £61,634 payable one year after Completion; and
(c) the issue of a loan note in respect of £1.1 million on Completion.
In order to fund the Acquisition the Company raised £2.2 million by means of a
placing of 7,333,333 New Ordinary Shares at 30p (0.75p before reorganisation and
consolidation) by Landsbanki Securities (UK) Limited. A further £1.2 million of
funding for the Acquisition has been provided by a loan from Bank of Scotland.
Omega Diagnostics Group PLC Landsbanki Securities (UK) Ltd Parkgreen Communications Ltd
Andrew Shepherd, Nominated Adviser & Broker Ben Knowles
Chief Executive
Kieron Harbinson, Thilo Hoffmann/Simon Brown Tel: 020 7479 7933
Finance Director
Tel: 01259 763 030 Corporate Finance Mob: 07900 541 893
www.omegadiagnostics.com Tel: 020 7426 9000 ben.knowles@parkgreenmedia.com
INFORMATION ON OMEGA
Omega is an established business in the medical diagnostics industry which
produces and sells a wide range of immunoassay and infectious disease IVD test
kits and other products through a distribution network in more than 100
countries worldwide. Omega operates in a niche market, supplying tests for
specific infectious diseases and other clinical conditions. The infectious
diseases addressed by Omega's products include Syphilis, Tuberculosis, Dengue
Fever, Chagas Disease and Malaria. All products are designed for use in clinical
laboratories and Rapid Tests are designed for use at the point of care. Omega
currently exports over 95 per cent. of its products.
INFORMATION ON GENESIS-CNS
Genesis and CNS are established businesses in the medical diagnostics industry
which develop, produce and sell a range of IVD tests kits specialising in the
areas of autoimmune disease, infectious disease and food intolerance. The
acquisition of Genesis-CNS is in line with Omega's strategy of focusing on
selected acquisitions of niche players in the IVD market. Genesis-CNS has the
following characteristics which make it an attractive acquisition for the
Company:
- Growing, profitable, cash-generative
- Operating in growth markets
- Ability to increase the routes to market
- Complementary product ranges
- Well established high quality management team
Growing, profitable, cash-generative:
Over the three years to the year ended 31 October 2006 Genesis-CNS sales have
grown to approximately £2,192,000 (including intercompany sales of approximately
£78,000) for the 2005/6 financial year. For the year ended 31 October 2006
Genesis recorded a profit before tax of £238,103 and generated an operating cash
surplus of £259,117. As at 31 October 2006, Genesis had net assets of £885,204.
For the year ended 31 October 2006 CNS recorded a profit before tax of £79,474
and generated an operating cash surplus of £64,738. As at 31 October 2006, CNS
had net assets of £121,414.
Operating in growth markets:
There has been a huge increase in people suffering from food related illnesses
in recent years. Allergy UK, a national medical charity concerned with
allergies, food intolerance and chemical sensitivities, believes that around 45
per cent. of the UK population is adversely affected by the food they eat and
they see cases of food intolerance rising. The Directors believe that a growing
awareness of food intolerance issues is driving the market potential for
diagnostic products and services and therefore will increase the potential for
sales.
It is estimated that the total European autoimmune disease diagnostics market
was worth US$440 million in 2004 and it is predicted that it may reach almost
US$700 million by 2011.
Ability to increase the routes to market:
The Genesis-CNS distribution network only extends to 27 countries whereas
Omega's extends to over 100 countries. The Directors intend to increase sales of
Genesis-CNS and Omega's products by cross-selling them into the combined
distribution network.
Complementary product ranges:
The products produced by Genesis-CNS utilise the Enzyme Immunoassay (EIA)
technology which is common to many of the products produced by Omega and they
are highly complementary in that they cover areas of the IVD market which are
not currently covered by Omega. For example, Omega primarily sells infectious
disease diagnostic products whereas Genesis-CNS focuses on autoimmunity and food
intolerance diagnostic products through its macro and microarray technologies.
This information is provided by RNS
The company news service from the London Stock Exchange