Acquisition of Quadramed Ltd
Fulcrum Pharma PLC
09 February 2006
For immediate release 9 February 2006
FULCRUM PHARMA PLC
('the Group' or 'the Company')
Strengthens regulatory services by acquisition of Quadramed Ltd
Fulcrum Pharma plc (AIM: FUL), the drug development and strategic outsourcing
services company, is pleased to announce the acquisition of Quadramed Ltd ('
Quadramed'), a regulatory consultancy business, for a maximum total
consideration of £1.6 million based on net assets of £300,000, in a combination
of shares, loan notes and cash. The deal's terms include an initial payment of
£1.1 million and a performance based earn-out.
The acquisition of Quadramed is the first step in the delivery of Fulcrum's
strategic objective of deepening its expertise in regulatory services.
Quadramed significantly strengthens Fulcrum's existing regulatory services
capability, both by expanding capacity and by broadening the Company's range of
services into marketing authorisation submissions. The acquisition is also
expected to broaden the customer base as there is little overlap between the
clients of Fulcrum and Quadramed. Fulcrum will look to develop its expertise and
offering in the regulatory consultancy business both organically and by making
further acquisitions where suitable opportunities arise.
Quadramed, which was founded in 1991, is a provider of regulatory consultancy
services relating to clinical trials, marketing authorisation submissions and
post-approval maintenance. Its clients include biotechnology and pharmaceutical
companies in both Europe and the US.
Quadramed, which is based in Midhurst, West Sussex, has business relationships
with a network of regulatory consultancies across Europe. In the year ending
30th June 2005, Quadramed reported sales of £1,360,000, profits before tax and
directors' remuneration of £466,000 and net assets of £133,000.
Under the sale and purchase agreement, the initial consideration of £1.1 million
is to be satisfied as follows: £50,000 in cash, £700,000 by the issue of loan
notes (of which £500,000 are guaranteed), £250,000 by the issue of 6,666,667 new
ordinary shares in the Company, and £100,000 by the issue of EMI share options
to Quadramed employees.
The earn out is based on the turnover of Quadramed in the first 12 months
following completion of the acquisition. If the turnover in the period is £1.3
million or less, no deferred consideration is payable. Thereafter, a deferred
consideration will be paid on a pound for pound basis for turnover above £1.3
million, up to a maximum of £500,000. The deferred consideration will be
satisfied by the issue of loan notes by the Company.
Application has been made for the 6,666,667 new ordinary shares to be admitted
to AIM and admission is expected to occur on 14 February 2006.
Jon Court, Chief Executive of Fulcrum Pharma, said: 'This earnings enhancing
acquisition delivers a key strategic objective and strengthens a part of our
business that we have identified as offering growth potential. I would like to
welcome the Quadramed team to Fulcrum and look forward both to the synergies of
the acquisition and to offering a broader service to our clients.'
Chris Brooks, Managing Director of Quadramed, said: 'Fulcrum offers a unique
approach to drug development and we are very excited about joining the Group. We
look forward to developing further our regulatory affairs services which will
benefit both our existing clients and Fulcrum's clients.'
For further information, please contact:
Fulcrum Pharma PLC Tel: 0870 710 7152
Jon Court, Chief Executive
Buchanan Communications Tel: 020 7466 5000
Mary-Jane Johnson
This information is provided by RNS
The company news service from the London Stock Exchange