Proposed acquisition of Select Pharma Laboratories by Source BioScience
Released: Monday 27th July 2015
Source BioScience plc (‘Source BioScience’, the ‘Company’) PROPOSED ACQUISITION OF SELECT PHARMA LABORATORIES LTD
The Board of Source BioScience, the international laboratory services and products business, is delighted to announce that it has conditionally agreed to acquire the entire issued share capital of Select Pharma Laboratories Ltd (‘Select’) for a total cash consideration of up to £7.3 million. The proposed acquisition is a Class 1 transaction under the Listing Rules and is therefore conditional, inter alia, upon the approval of the Company’s shareholders at a General Meeting, details of which are set out below.
The proposed acquisition is being part funded by the issue of 31,383,749 new ordinary shares, representing approximately 10% of the current issued share capital, at an undiscounted placing price of 14p per share.
• Select is a European leader in pharmaceutical testing, including physical and chemical testing, and microbiological analyses for applications in therapeutics and healthcare products
• The Directors believe that the proposed acquisition will create one of Europe’s strongest and most comprehensive businesses for integrated stability storage and stability testing services
• The enlarged Group will have the capability to offer an enhanced portfolio of bioanalytical laboratory services from facilities accredited by the Medicines and Healthcare products Regulatory Agency (‘MHRA’) and the US Food and Drug Administration (‘FDA’)
• Significant opportunities for cross-selling and geographic expansion are apparent for the enlarged Group which will operate from ten facilities in five countries
• To fund the proposed acquisition, the Company has conditionally raised £4.4 million in gross proceeds from existing and new investors, via a placing of new ordinary shares, and has secured a new debt facility of £3.5 million
• Initial consideration of £6.7 million (subject to an adjustment for working capital) will be satisfied by the use of the new debt facility and £3.2 million of the net proceeds of the placing
• The proposed acquisition is expected to be enhancing to underlying earnings per share in the first full year of ownership** ** This statement does not constitute a profit forecast nor should it be interpreted to mean that the earnings per share of Source BioScience for the first full year after the transaction will increase.
Dr Nick Ash, CEO of Source BioScience, said: “The proposed acquisition of Select will provide the Company with the expertise and capability to provide stability testing services that are highly complementary with the Group’s existing stability storage services. “The Select team will bring significant experience and knowledge which will enable the Group to meet increasing demand for stability and pharmaceutical batch release testing services, from a broad spectrum of customers and from territories that Source BioScience does not currently address. “This proposed acquisition fits squarely with our stated objective of continued expansion through targeted acquisitions, to enhance the breadth and depth of our portfolio of services, in conjunction with ongoing organic growth and development of the existing business.”