Acquisition
Adventis Group PLC
06 February 2007
For release at 07.00 Feb 6th 2007
ADVENTIS GROUP PLC
ACQUISITION OF LEAPFROG MEDICAL COMMUNICATIONS LTD
Adventis Group plc ( 'Adventis' or the 'Company', ticker ATG), the specialist
multimedia and marketing group, is pleased to announce that it has acquired
LeapFrog Medical Communications Limited ('LeapFrog'), a leading medical
education company, for a total maximum consideration of £2.65 million.
The total consideration will be satisfied by the payment of initial
consideration of £1.306 million, payable as to £0.874 million in cash and £0.432
million by the issue of 975,169 new ordinary shares in Adventis ('New Ordinary
Shares'), and by deferred consideration of £0.72 million payable in tranches of
£0.24 million on each of the first, second and third anniversaries of the
acquisition. Each deferred consideration tranche will be satisfied as to 60 per
cent in cash and as to 40 per cent payable in new ordinary shares in Adventis.
There is further deferred consideration payable of up to £0.624 million, based
on the achievement of certain profit growth related criteria over the following
three years to be satisfied annually according to performance as to 50 per cent
in cash and 50 per cent payable in new ordinary shares in Adventis.
LeapFrog, whose clients include, GSK, Pfizer, MSD, Roche and Novartis, was
established in 2001. It provides a range of medical education programmes to the
healthcare industry, promotional aids for sales representatives and also
initiates PR campaigns aimed at healthcare professionals and consumers for
improving clients' product brand awareness. For the year ended 30 November 2006,
LeapFrog reported audited turnover of approximately £1.57 million and pre-tax
profit of approximately £0.39 million. Net assets at that date amounted to
approximately £0.25 million. Tim Schofield and Gail Rowe, LeapFrog's principal
directors, will remain with the company following the acquisition.
The acquisition will create one of the industry's top three pharmaceutical
industry service providers, becoming part of an enlarged Healthcare services
division embracing Affiniti Advertising, acquired in 2005, and Roundhouse
HealthAd, acquired in 2006.
The addition of LeapFrog to Affiniti and Roundhouse creates a formidable,
award-winning team in the Adventis Healthcare division, with over 50 employees
working in centralised premises in the Thames Valley. The enlarged Healthcare
services operations, whose other clients include Boehringer Ingelheim, Allergan,
Baxter and Merck Serono, will have the capability to provide a complete range of
integrated marketing services, from medical education, to advertising to new
media. It will also provide the opportunity for an increased level of
cross-selling and the ability to provide multinational clients with a greater
local understanding of target markets service.
Application has been made for the admission to AIM of the New Ordinary Shares,
which will rank pari passu with the Company's existing issued ordinary shares,
and dealings are expected to commence on 9th February 2007.
Charles Phillpot, CEO, Adventis Group, said: 'We will now be one of the few
companies in the industry to offer a full service marketing capability and the
ability to handle larger and more complex campaigns for clients. We are now
among the top three players in two of our three chosen market sectors.'
Tim Schofield and Gail Rowe said: 'We see joining forces with the two top
creative agencies in our industry as a unique way of adding value to our
clients. Being able to address their various needs within one group will be a
tremendous bonus for us all.'
ENDS
Enquiries:
Adventis Group Plc
Charles Phillpot, CEO 020 7034 4750
Peter Linnell, Finance Director & Company Secretary 020 7034 4795
Adventis Financial PR
Chris Steele 020 7034 4759
Peter Binns 020 7034 4760
Editor's Note:
Adventis Group plc, provides a complete range of communications services,
including corporate identity programmes, advertising campaigns, media and
planning and buying, literature, public relations, packaging, exhibitions,
research and planning, interiors signage and digital media. The group employs
145 staff in London and the southeast.
Adventis has two other divisions focusing on providing a range of services to
the property and financial sectors. Adventis Group was admitted to AIM in 2004,
mainly operating as a media and marketing services provider to the property
sector. LeapFrog becomes the group's ninth operating company.
www.adventis.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange