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 UARBBROAAR
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