FUL.L Regulatory News (FUL)

19 Mar 2007 11:28

Fulcrum Pharma PLC19 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 outsourcingservices company intends to raise approximately £2.1 million (before expenses)through the conditional placing by Seymour Pierce of 49,411,758 Placing Sharesat 4.25 pence per share. Part of the Placing, comprising 6,426,399 Placing Shares, is subject only to thenew Ordinary Shares being admitted to trading on AIM which it is expected willoccur on 23 March 2007. The remainder of the Placing, comprising 42,985,359 Placing Shares, isconditional upon, inter alia, the passing of the resolutions at the EGM referredto below and admission to trading on AIM of these Placing Shares, which isexpected to take place on 16 April 2007 (or such later date as Seymour Pierceand the Company may agree, being not later than 23 April 2007). The proceeds from the fund raising are intended to be used for the acquisitionof 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 andcash. The deal's terms include an initial payment of £2.5 million and a feesbased earn-out. The acquisition of Unicus is the next important step in the delivery ofFulcrum's strategic objective to become a leader in the provision ofpharmaceutical regulatory services. Unicus strengthens and extends Fulcrum'sexisting regulatory services and also brings new capabilities inpharmacovigilance and product information management, both of which are neededto meet client demand for services. Unicus complements the skillsets of QuadraMed, another UK based regulatoryservices business which Fulcrum acquired in February 2006. Furthermore, theacquisition of Unicus expands the Fulcrum Group customer base as there is littleoverlap with current clients. In accordance with its stated strategy, Fulcrumintends to continue developing its expertise and offering in regulatoryconsultancy both organically and by making further acquisitions where suitableopportunities arise. Unicus was founded in 1996 and is based in Wokingham, Berkshire. Unicus'sunaudited turnover to the year ended 31 March 2006 was £2.7 million, whichgenerated profits after taxation of £211,000. The business had unaudited netassets of £234,000 for the year ended 31 March 2006. Under the conditional Acquisition Agreement, the initial consideration of £2.5million is to be satisfied in cash. The earn out is based on the fees earned byUnicus 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 earnedby Unicus in excess of £3.2 million up to an upper limit of £5.3 million. Theearn out consideraton if fully earnt, will be satisfied with £1,050,000 in cashand £1,250,000 in convertible loan notes. The convertible loan notes areconvertible into ordinary shares at a conversion price of 6p per ordinary shareat the option of the noteholder. The convertible loan notes will attractinterest at a rate of 2 per cent. over the Bank of England base rate and up to amaximum of 7.5 per cent. per annum. Application has been made for the 6,426,399 new ordinary shares to be admittedto AIM and admission is expected to occur on 23 March 2007. Application has beenmade for the 42,985,359, new ordinary shares to be admitted to AIM and admissionis expected to occur on 16 April 2007. Following completion of the placing it is planned to grant options to keymanagers under the Fulcrum Pharma plc Unapproved Share Option Scheme and EMIScheme. The incentives will have profit related vesting conditions. Jon Court, Chief Executive of Fulcrum Pharma, said: "This acquisition is thenext step towards becoming a leading provider of pharmaceutical regulatoryservices in Europe. I would like to welcome the Unicus team to Fulcrum and lookforward both to the synergies of the acquisition and to offering a broaderservice to our clients worldwide." Collette Beglin, Managing Director of Unicus, said: "We are excited aboutjoining the Fulcrum Group and growing our regulatory affairs services as part ofthe Company's broad drug development service offering in Europe, North Americaand Japan." For further information, please contact: Fulcrum Pharma PLC Tel: 0870 710 7152Jon Court, Chief Executive Seymour Pierce Tel: 020 7107 8000Jonathan WrightSarah WharryLiam O'Donoghue This information is provided by RNS The company news service from the London Stock Exchange