Reabold Resources Regulatory News (RBD)

6 Feb 2007 07:00

Adventis Group PLC06 February 2007 For release at 07.00 Feb 6th 2007 ADVENTIS GROUP PLC ACQUISITION OF LEAPFROG MEDICAL COMMUNICATIONS LTD Adventis Group plc ( "Adventis" or the "Company", ticker ATG), the specialistmultimedia and marketing group, is pleased to announce that it has acquiredLeapFrog Medical Communications Limited ("LeapFrog"), a leading medicaleducation company, for a total maximum consideration of £2.65 million. The total consideration will be satisfied by the payment of initialconsideration of £1.306 million, payable as to £0.874 million in cash and £0.432million by the issue of 975,169 new ordinary shares in Adventis ("New OrdinaryShares"), and by deferred consideration of £0.72 million payable in tranches of£0.24 million on each of the first, second and third anniversaries of theacquisition. Each deferred consideration tranche will be satisfied as to 60 percent in cash and as to 40 per cent payable in new ordinary shares in Adventis.There is further deferred consideration payable of up to £0.624 million, basedon the achievement of certain profit growth related criteria over the followingthree years to be satisfied annually according to performance as to 50 per centin cash and 50 per cent payable in new ordinary shares in Adventis. LeapFrog, whose clients include, GSK, Pfizer, MSD, Roche and Novartis, wasestablished in 2001. It provides a range of medical education programmes to thehealthcare industry, promotional aids for sales representatives and alsoinitiates PR campaigns aimed at healthcare professionals and consumers forimproving clients' product brand awareness. For the year ended 30 November 2006,LeapFrog reported audited turnover of approximately £1.57 million and pre-taxprofit of approximately £0.39 million. Net assets at that date amounted toapproximately £0.25 million. Tim Schofield and Gail Rowe, LeapFrog's principaldirectors, will remain with the company following the acquisition. The acquisition will create one of the industry's top three pharmaceuticalindustry service providers, becoming part of an enlarged Healthcare servicesdivision embracing Affiniti Advertising, acquired in 2005, and RoundhouseHealthAd, acquired in 2006. The addition of LeapFrog to Affiniti and Roundhouse creates a formidable,award-winning team in the Adventis Healthcare division, with over 50 employeesworking in centralised premises in the Thames Valley. The enlarged Healthcareservices operations, whose other clients include Boehringer Ingelheim, Allergan,Baxter and Merck Serono, will have the capability to provide a complete range ofintegrated marketing services, from medical education, to advertising to newmedia. It will also provide the opportunity for an increased level ofcross-selling and the ability to provide multinational clients with a greaterlocal understanding of target markets service. Application has been made for the admission to AIM of the New Ordinary Shares,which will rank pari passu with the Company's existing issued ordinary shares,and dealings are expected to commence on 9th February 2007. Charles Phillpot, CEO, Adventis Group, said: "We will now be one of the fewcompanies in the industry to offer a full service marketing capability and theability to handle larger and more complex campaigns for clients. We are nowamong the top three players in two of our three chosen market sectors." Tim Schofield and Gail Rowe said: "We see joining forces with the two topcreative agencies in our industry as a unique way of adding value to ourclients. Being able to address their various needs within one group will be atremendous bonus for us all." ENDS Enquiries: Adventis Group Plc Charles Phillpot, CEO 020 7034 4750 Peter Linnell, Finance Director & Company Secretary 020 7034 4795 Adventis Financial PR Chris Steele 020 7034 4759 Peter Binns 020 7034 4760 Editor's Note: Adventis Group plc, provides a complete range of communications services,including corporate identity programmes, advertising campaigns, media andplanning and buying, literature, public relations, packaging, exhibitions,research and planning, interiors signage and digital media. The group employs145 staff in London and the southeast. Adventis has two other divisions focusing on providing a range of services tothe property and financial sectors. Adventis Group was admitted to AIM in 2004,mainly operating as a media and marketing services provider to the propertysector. LeapFrog becomes the group's ninth operating company. www.adventis.co.uk This information is provided by RNS The company news service from the London Stock Exchange