Placing and Acquisition
Fulcrum Pharma PLC
19 March 2007
FULCRUM PHARMA PLC
('the Group' or 'the Company')
Notice of Extraordinary General Meeting
Fulcrum announces next stage of its growth strategy
Continued strengthening of regulatory services by
acquisition of Unicus Regulatory Services Ltd
Fulcrum Pharma plc (AIM: FUL), the drug development and strategic outsourcing
services company intends to raise approximately £2.1 million (before expenses)
through the conditional placing by Seymour Pierce of 49,411,758 Placing Shares
at 4.25 pence per share.
Part of the Placing, comprising 6,426,399 Placing Shares, is subject only to the
new Ordinary Shares being admitted to trading on AIM which it is expected will
occur on 23 March 2007.
The remainder of the Placing, comprising 42,985,359 Placing Shares, is
conditional upon, inter alia, the passing of the resolutions at the EGM referred
to below and admission to trading on AIM of these Placing Shares, which is
expected to take place on 16 April 2007 (or such later date as Seymour Pierce
and the Company may agree, being not later than 23 April 2007).
The proceeds from the fund raising are intended to be used for the acquisition
of Unicus Regulatory Services Ltd ('Unicus'), a regulatory consultancy business,
for a maximum total consideration of £5 million based on net assets of £500,000.
The transaction will be completed using a combination of shares, loan notes and
cash. The deal's terms include an initial payment of £2.5 million and a fees
based earn-out.
The acquisition of Unicus is the next important step in the delivery of
Fulcrum's strategic objective to become a leader in the provision of
pharmaceutical regulatory services. Unicus strengthens and extends Fulcrum's
existing regulatory services and also brings new capabilities in
pharmacovigilance and product information management, both of which are needed
to meet client demand for services.
Unicus complements the skillsets of QuadraMed, another UK based regulatory
services business which Fulcrum acquired in February 2006. Furthermore, the
acquisition of Unicus expands the Fulcrum Group customer base as there is little
overlap with current clients. In accordance with its stated strategy, Fulcrum
intends to continue developing its expertise and offering in regulatory
consultancy both organically and by making further acquisitions where suitable
opportunities arise.
Unicus was founded in 1996 and is based in Wokingham, Berkshire. Unicus's
unaudited turnover to the year ended 31 March 2006 was £2.7 million, which
generated profits after taxation of £211,000. The business had unaudited net
assets of £234,000 for the year ended 31 March 2006.
Under the conditional Acquisition Agreement, the initial consideration of £2.5
million is to be satisfied in cash. The earn out is based on the fees earned by
Unicus for 12 months from 1 April 2007 to 31 March 2008. Earn out consideration,
up to a maximum £2.3 million, will be paid on a pro-rata basis for fees earned
by Unicus in excess of £3.2 million up to an upper limit of £5.3 million. The
earn out consideraton if fully earnt, will be satisfied with £1,050,000 in cash
and £1,250,000 in convertible loan notes. The convertible loan notes are
convertible into ordinary shares at a conversion price of 6p per ordinary share
at the option of the noteholder. The convertible loan notes will attract
interest at a rate of 2 per cent. over the Bank of England base rate and up to a
maximum of 7.5 per cent. per annum.
Application has been made for the 6,426,399 new ordinary shares to be admitted
to AIM and admission is expected to occur on 23 March 2007. Application has been
made for the 42,985,359, new ordinary shares to be admitted to AIM and admission
is expected to occur on 16 April 2007.
Following completion of the placing it is planned to grant options to key
managers under the Fulcrum Pharma plc Unapproved Share Option Scheme and EMI
Scheme. The incentives will have profit related vesting conditions.
Jon Court, Chief Executive of Fulcrum Pharma, said: 'This acquisition is the
next step towards becoming a leading provider of pharmaceutical regulatory
services in Europe. I would like to welcome the Unicus team to Fulcrum and look
forward both to the synergies of the acquisition and to offering a broader
service to our clients worldwide.'
Collette Beglin, Managing Director of Unicus, said: 'We are excited about
joining the Fulcrum Group and growing our regulatory affairs services as part of
the Company's broad drug development service offering in Europe, North America
and Japan.'
For further information, please contact:
Fulcrum Pharma PLC Tel: 0870 710 7152
Jon Court, Chief Executive
Seymour Pierce Tel: 020 7107 8000
Jonathan Wright
Sarah Wharry
Liam O'Donoghue
This information is provided by RNS
The company news service from the London Stock Exchange
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