Plant Health Care PLC
04 December 2006
4 December 2006
PLANT HEALTH CARE PLC
ACQUISITION
MYCONATE UPDATE
Plant Health Care plc ('Plant Health Care' or 'the Group'), one of the leading
providers of natural products to the agriculture and landscaping industries,
announces that it is to acquire the majority of the assets of NASDAQ listed,
Eden Bioscience Corporation ('Eden') for a total consideration of $2.5 million
(approximately £1.32 million) plus assumption of certain liabilities associated
with these assets. The $2.5 million is payable in two tranches ($1.5 million on
completion and $1.0 million on 1 January 2008). The initial consideration of
$1.5 million will be paid in cash to be satisfied out of Plant Health Care's
existing resources. The deferred consideration is to be satisfied by the issue
by Plant Health Care, on completion, of a secured promissory note bearing
interest at a rate of 5% per annum.
The principal assets to be acquired are intellectual property, licences, stock,
plant and machinery. Eden will retain the retail Home and Garden business that
sells Harpin based products through both retail and Internet outlets. In the
unaudited accounts of Eden to 30 September 2006 the inventory is valued at
$2,691,050 and the plant and machinery is valued at $803,062. No value is
attributed to the IP and licences. In addition, Plant Health Care is assuming
the liabilities associated with the licensing of the Harpin technology from
Cornell University and the lease for an Eden facility. The Cornell payment is
the greater of 2% of sales or $200,000 per annum, although the payment is net of
Plant Health Care's field trial expenditure. Under the terms of the lease the
rental payment for the facility is $230,000 per annum. Plant Health Care expects
to rent out this facility during 2007 once the inventory being acquired has been
sold or moved.
The acquisition is expected to generate revenues of approximately $3.5 million
during 2007 creating critical mass and a greater profile for the division.
The assets being acquired from Eden include a fundamentally new and patented
technology based on naturally occurring proteins called 'Harpins' which activate
natural plant growth and stress-defence responses. Harpin is an ingredient
within Plant Health Care's Pre-Tect, which extends the shelf life of lettuce and
other leaf produce. Harpin is an EPA registered plant health regulator and forms
the basis for a number of Eden products addressing the agricultural market.
The Harpin product range includes N-Hibit, which promotes resistance to soil
borne pathogens and ProAct, which activates a plant's defence system and
increases growth and vigour, is an excellent complement to Plant Health Care's
Myconate product and is sold to the same customers. While Myconate is sold as a
seed coating, farmers apply ProAct as a foliar spray several weeks after the
plant has emerged from the ground. Plant Health Care believes the combination of
Myconate and the Harpin product line acquired from Eden will result in
significant yield increases. The Eden products being acquired have testing
agreements currently in place with the same large partners as Myconate. ProAct
has gained excellent acceptance in the cotton market as a foliar overspray and
N-Hibit has shown good potential in the soybean and cotton market as a nematode
resistance product.
The acquisition is subject to the approval of Eden' shareholders, among other
customary closing conditions.
The product range being acquired from Eden is distributed throughout North
America, Mexico and Europe. The acquisition significantly strengthens Plant
Health Care's presence in the US agricultural market, its principal focus.
Myconate Update
---------------
Plant Health Care continues to hold discussions with several major agri-chemical
and seed companies regarding the commercialisation of Myconate. Myconate trials
conducted by a number of interested parties are continuing and further results
are expected to be announced by early January 2007. Plant Health Care remains
confident of signing its first licensing agreement with a major agri-chemical
company during 2007.
Commenting on the acquisition, John Brady, CEO of Plant Health Care said: 'This
is an excellent and highly synergistic acquisition for Plant Health Care and an
important part of our strategy to build a significant agricultural division both
organically and through acquisitions, extending throughout the US into Mexico
and across Europe.'
'We are acquiring the benefit of key technology developed at significant cost,
which is complementary to our own product range.'
He added: 'In terms of Myconate, we remain extremely excited by the potential
opportunities. Advanced discussions continue with some of the World's largest
agri-chemical and seed companies and we hope to be able to announce major
developments in the due course.'
For further information:
Plant Health Care plc
John Brady, CEO Tel: 001 603 525 3702
4,5,6 December 2006 Tel: 020 7920 3150
Tavistock Communications Tel: 020 7920 3150
Jeremy Carey
This information is provided by RNS
The company news service from the London Stock Exchange
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