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Ergomed plc, (“Ergomed” or the “Company”, AIM: ERGO) a profitable UK-based group dedicated to the provision of specialised services to the pharmaceutical industry and the development of new drugs, today announces the proposed acquisition of Haemostatix Limited (“Acquisition”), a company focused on developing a pipeline of topical products to treat surgical bleeding (coagulants or ‘haemostats’).
Ergomed is acquiring 100 per cent. of the issued share capital of Haemostatix for an initial consideration of £8.0 million, with further success and sales based payments of up to £20.0 million.
The Company also announces a conditional placing of 6,433,350 Initial Placing Shares at a price of 140 pence per share to raise £9.0 million, before expenses and has also granted the Option to each of the Joint Bookrunners under the Placing Agreement in order to enable them to deal with additional demand under the Placing. The maximum number of Option Shares that may be issued pursuant to the exercise of the Option is 2,875,000. Including the Option, the Placing will consist of up to 9,308,350 Placing Shares at a price of 140 pence per share to raise up to £13.0 million, before expenses.
The net proceeds of the Placing will be used to fund the initial cash consideration and debt repayments as part of the Acquisition, to advance Haemostatix’s two lead products and to provide capital for further bolt on acquisitions of services businesses.
A General Meeting, to approve the necessary resolutions for the issue and allotment of the Placing Shares and to permit disapplication of pre-emption rights is to be convened for 11.00 a.m. on Monday 23 May 2016 at the offices of Covington & Burling LLP, 265 Strand, London WC2R 1BH.
Miroslav Reljanovic MD, Chief Executive Officer of Ergomed plc, said:
“The Haemostatix acquisition provides an opportunity to advance the Co-development part of our growth strategy through the development of our first wholly-owned development programme. We have confidence from the current pre-clinical and clinical data that the Haemostatix technology works as an effective haemostat. This, combined with the rapid development and attractive market size, means the acquisition offers great upside potential for Ergomed.”
“Ergomed intends to continue building a sustainable and profitable hybrid business model through bolt on acquisitions and growth opportunities in its Services business as well as progressing its Co-development pipeline.”
Ben Nichols, Chief Executive Officer of Haemostatix, commented:
“I am delighted to be working with Ergomed. With the deep expertise of Ergomed’s clinical development team and its global infrastructure, I believe we can accelerate Haemostatix’s development programmes for the benefit of all stakeholders. PeproStatTM and ReadyFlowTM are both innovative products that have the potential to capture a meaningful share of a $2 billion-plus global market.”
Highlights of the Acquisition of Haemostatix and Placing:
Proprietary platform focused on synthetic peptide-based haemostats for use in surgical applications.
Targeted at the global surgical bleeding market of more than $2.5 billion.
Rapid and relatively low cost development programme; market launch expected 2020.
Overcomes disadvantages of current blood products which require preparation prior to use, are derived from blood and can take several minutes to act.
Two lead products:
PeproStatTM – Phase IIb ready – a blood-free, ready-to-use topical liquid haemostat which is applied to wounds to control bleeding during surgery.
ReadyFlowTM – late pre-clinical – a blood-free, ready to use, transparent and flowable haemostatic gel packaged in a pre-filled syringe that can be applied to irregular bleeding sites or where observation of the closure or wound is advantageous.
Up to £28.0 million total consideration:
£8.0 million at close; of which £6.2 million paid through Consideration Shares at the Issue Price.
Milestones of up to £4.0 million at start of Phase III (provided the Company’s market capitalisation exceeds £100.0 million); plus £16.0 million sales-based milestone payments.
An additional sum in the event that the Enlarged Group is able to utilise certain existing tax losses that are currently available to Haemostatix.
Placing of the Initial Placing Shares to raise £8.4 million (net of expenses):
£1.8 million for the initial cash component of the Acquisition consideration (which includes the Haemostatix Loan of £1.0 million) and £5.0 million for the future development of Haemostatix products.
Balance of proceeds (up to £5.6 million if the maximum number of Option Shares are issued) earmarked for acquisition of complementary services businesses to supplement the Company’s own cash resources.
Intention for Ergomed to remain profitable at the EBITDA level.
The Company has also granted the Option to each of the Joint Bookrunners under the Placing Agreement in order to enable them to deal with additional demand under the Placing in the event that requests to participate in the Placing from institutional and certain other investors are received during the period from the date of this announcement to 5.00 p.m. on Friday 13 May 2016. Any Option Shares issued pursuant to the exercise of the Option will be issued on the same terms and conditions as the Initial Placing Shares. The maximum number of Option Shares that may be issued pursuant to the exercise of the Option is 2,875,000.
The capitalised terms used in this Announcement have the meaning set out in the Appendix 2 to this Announcement.
Stifel Nicolaus Europe Limited
Jonathan Senior / Stewart Wallace
Tel: +44 (0) 20 7710 7600 (Nominated Adviser and Joint Broker)
Michael Meade / James Black
Tel: +44 (0) 20 7260 1000
Simon Conway / Mo Noonan / Natalie Garland-Collins
Tel: +44 (0) 20 3727 1000
Ergomed plc is a profitable UK-based business providing drug development services to the pharmaceutical industry and has a growing portfolio of co-development partnerships. It operates in over 50 countries.
Ergomed provides clinical development, trial management and pharmacovigilance services to over 80 clients ranging from top 10 pharmaceutical companies to small and mid-sized drug development companies. Ergomed successfully manages clinical development from Phase I through to late phase programmes.
Ergomed has a wide therapeutic focus, with a particular expertise in oncology, neurology and immunology and the development of orphan drugs. Ergomed believes its approach to clinical trials is differentiated from that of other providers by its innovative Study Site Management model and the use of Study Physician Teams, resulting in a close relationship between Ergomed and the physicians involved in clinical trials.
As well as providing high quality clinical development services, Ergomed is building a portfolio of co- development partnerships with pharma and biotech companies which share the risks and rewards of drug development. Ergomed leverages its expertise and services in return for carried interest in the drugs under development. For further information, visit: http://ergomedplc.com
Haemostatix has pioneered a new approach to controlling bleeding that is based on a peptide that binds to the protein fibrinogen thereby inducing rapid blood clotting. This innovative technology platform is being used to develop a pipeline of topical products to treat surgical bleeding with further applications in trauma, tissue repair and regenerative medicine.
Haemostatix was originally a spin-out from the University of Leicester founded by industry veteran Sarah Middleton and Professor Alison Goodall. The Company has been funded by Albion Ventures, Catapult Ventures, NESTA, Lachesis, Esperante and the Wellcome Trust. The business has been managed by industry veterans Dr Ben Nichols, CEO and Dr Robert Burns, Chairman. The lead products were invented by Haemostatix’s scientists Dr Greg Walker and Dr Renata Zbozien.
Stifel Nicolaus Europe Limited (“Stifel”), which is authorised and regulated by the UK Financial Conduct Authority, is acting as nominated adviser and joint bookrunner exclusively to the Company and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this Announcement or any transaction or arrangement referred to herein. Stifel has not authorised the contents of any part of this Announcement for the purposes of the AIM Rules. The responsibilities of Stifel as the Company’s nominated adviser and joint bookrunner under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or any Director, Shareholder or any other person in respect of a decision to subscribe for Shares in the Company. Stifel is not making any representation or warranty, express or implied, as to the contents of this document.
Numis Securities Limited (“Numis”), which is authorised and regulated by the UK Financial Conduct Authority, is acting as joint bookrunner to the Company and will not be responsible to any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this Announcement or any transaction or arrangement referred to herein. Numis has not authorised the contents of any part of this Announcement for the purposes of the AIM Rules.
Forward Looking Statements
Certain statements contained within the announcement are forward looking statements and are based on current expectations, estimates and projections about the potential returns of Ergomed plc (“Ergomed”) and industry and markets in which Ergomed operates, the Directors’ beliefs and assumptions made by the Directors. Words such as “expects”, “anticipates”, “should”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”, “pipeline” and variations of such words and similar expressions are intended to identify such forward looking statements and expectations. These statements are not guarantees of future performance or the ability to identify and consummate investments and involve certain risks, uncertainties, outcomes of negotiations and due diligence and assumptions that are difficult to predict, qualify or quantify. Therefore, actual outcomes and results may differ materially from what is expressed in such forward looking statements or expectations. Among the factors that could cause actual results to differ materially are: the general economic climate, competition, interest rate levels, loss of key personnel, the result of legal and commercial due diligence, the availability of financing on acceptable terms and changes in the legal or regulatory environment.
These forward-looking statements speak only as of the date of this announcement. Ergomed expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in Ergomed’s expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.