Biome Tech Regulatory News (BIOM)

5 Jul 2005 07:01

Stanelco PLC05 July 2005 5th July 2005 Stanelco plc ("Stanelco" or "the Company") Biotec Joint Venture with European Packaging Giant SP Metal S.A. ("SP Metal") Stanelco plc, the RF (radio frequency) applications group, is pleased toannounce that it has binding Heads of Agreement with SP Metal the leadingEuropean manufacturer of household packaging products, for the sale of a 50%interest in Biotec Holdings GmbH and subsidiaries ("Biotec"). Payment toStanelco will be satisfied through an initial consideration of US$6.25m in cashwith a further US$6.25m to be paid in two equal instalments payable on the 12thand 24th months after closing. The deferred payments are not subject to thesatisfaction of performance criteria. The consideration received by Stanelco will be used to fund 50% of the Biotecacquisition as announced by Stanelco on 6th June 2005. The Board of Stanelco believe this is an excellent demonstration of how Stanelcoplans to use joint ventures with other market leaders in related fields in orderto bring immediate value to both the Company and its shareholders. The Companywill be pursuing this approach proactively in the USA with Starpol 2000 andother Biotec products. Under the new ownership structure, Biotec will be run as a 50:50 joint venturewith Stanelco and SP Metal leveraging off Biotec's technology to exploit theirdifferent markets. Biotec was conditionally acquired by Stanelco for US$25mpayable over a 24 month period. The disposal of the 50% interest in Biotec isconditional on shareholder approval being given to the resolution approvingBiotec's acquisition by Stanelco, such resolution to be included in a separatenotice of an EGM contained in a circular to be posted to shareholders in duecourse. The disposal of 50% interest in Biotec is further subject to Stanelcoand SP Metal entering into a final form Joint Venture agreement in relation toBiotec. The Heads of Agreement are conditional upon final approval by EKI (E.Khashoggi Industries LLC). SP Metal will be able to provide orders for Biotec products that will contributeto its overheads, enabling it to concentrate further resource on research anddevelopment. Stanelco will retain a golden share in Biotec until 31st December2009 which will give it the right to break any deadlock arising in materialmatters affecting the Joint Venture. Stanelco will also retain all themanufacturing rights to Modified Atmosphere Packaging ("MAP") materials. SP Metal was founded in 1976, is a pan-European leader in institutionalcatering, agricultural and household packaging with 1,300 employees, 12factories across Europe in Italy, Denmark, France, Spain, UK, Netherlands and inthe Czech Republic and has a turnover of EUR 300m. SP Metal produces 140,000tonnes of plastic film per year, 100,000 tonnes for refuse bags, 16,000 tonnesfor shopping bags, 13,000 tonnes for freezer bags and 11,000 tonnes for otherindustrial films and household products. SP Metal also produces 15,000 tonnes ofaluminium foil and containers per annum. SP Metal has been actively looking for innovative, environmentally responsiblepackaging materials. The Biotec Joint Venture delivers a solution to thatsearch. Biotec is one of the world's leading exponents of starch technology and made apre-tax profit of £0.1m in the year to 31st December 2004 and had gross assetsof £2.8m at the year then ended. Biotec also has a considerable intellectualproperty portfolio, including many patents, extending to uses in pharmaceuticaland edible applications. It also has ranges of products that are ready forcommercialisation within the food and beverage industries. Early indications in the food rigid tray area suggest that Stanelco's Starpol2000 range of materials, produced by Biotec, will be able to significantlyundercut the price of polyester (APET, clear trays and CPET, microwavable trays)whilst providing the necessary gas barrier for MAP. Biotec's proprietary pharmaceutical grade film is suited for applications whereit replaces conventional polymers such as gelatine. Depending upon thespecification the film has a cost base of between US$5 to US$8 per kilogram,offering customers significant cost savings when compared to gelatine and othermaterials which it may replace. In addition, being a mono material, wastegenerated during manufacture can often be immediately re-used. The starch products from Biotec are currently used by Stanelco in the followingprojects: StarpolTM starch blend films used in CradleWrapTM packaging; sheet formaking food trays; starch film for air pillows; starch pellets for food trays;and starch film for edible packaging. Biotec will also be a supplier of film tothe InGel capsule project. GREENSEAL trials and commercialisation continue to proceed well. Theintroduction of Starpol 2000 will permit the replacement of materials which arecurrently unable to be welded by GREENSEAL technology, for example polypropylene("PP"). Starpol 2000 can be welded, is biodegradable and is price competitive. Ian Balchin, CEO of Stanelco said: "We are delighted to be working with SP Metal, our businesses are extremelycomplimentary. "This JV is consistent with Stanelco's strategy of partnering with majorcorporations to maximise revenues arising out of our Intellectual Propertyassets, and getting our technology out to market . "This is another step towards our goal of becoming one of the world's leadingexponents of viable, alternative, environmentally responsible packaging methods." John Persenda, Chairman and CEO of SP Metal SA said: "We are extremely pleased to join forces with Stanelco in this Joint Venturewhich matches the environmental and product innovation commitments which havebeen consistent driving factors in our company during the past thirty years.This will help take our company even further towards our goal of generalisingthe use of natural renewable raw materials in our product offerings." Ends For further information please contact: Ian Balchin, Chief Executive John Persenda, CEO Stanelco PLC Isabelle Tharaud, Deputy CEO, SP Metal SA Tel: +44 (0)2380 867100 Tel: +33 (0)153 65 23 00 Jonathon Brill/Billy Clegg Public Relations Department Financial Dynamics Marielle Cayron-His Tel: +44 (0)20 7831 3113 Tel: +33 (0) 153 65 23 00 Notes to Editors: About Stanelco plc The Stanelco Group of companies (the Group) has brought together expertise inradio frequency (RF) technology, RF applications and biodegradable materialsciences to create a revolutionary range of packaging technologies. Stanelco's philosophy is that new products and processes must offer solutionsand applications which: • give higher added value, • are greener, more environmentally sustainable than those they replace • and have protectable intellectual property rights. Stanelco will develop the products and processes to a demonstration stage andthen work with partners in order to reach the markets; and under thesecircumstances Stanelco will usually seek to license its technology. Stanelcoinvests considerable time and resources in ensuring its technologies areprotected via layers of patents wherever possible. In this way Stanelco believes it can minimise commercial risk and preserve thehighest value for shareholders. The products offering the prospect of near term revenue generation are beinggiven priority over the Group's resources. Stanelco was founded in 1953 and is a world leader in the development of radiofrequency technologies for processing polymers for edible and packagingapplications and the design and manufacture of optical fibre technology,induction heating and dielectric welding equipment. Stanelco's Currentdevelopments include GREENSEALTM Food tray lidding technology, STARPOLTM (starch/ pva blended material), FrogPackTM high impact low cost packagingformat, CradleWrapTM range of biodegradable air cushion packaging, SolutapeTM100% watersoluble films and adhesives, Biodegradable Airbag (void fill)packaging, water-soluble detergent capsules, edible sachets and waste packing. This information is provided by RNS The company news service from the London Stock Exchange