RLM.L Regulatory News (RLM)

5 Aug 2009 07:00



FOR PUBLICATION IN THE UNITED KINGDOM ONLY. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN, OR INTO ANY OTHER JURISDICTION WHERE THE EXTENSION OR AVAILABILITY OF THE PLACING WOULD BREACH ANY APPLICABLE LAW

PuriCore plc

Acquisition of Labcaire Systems Limited and £2m Placing 

Combined Portfolio Strengthens UK Endoscopy Presence

MALVERN, PENNSYLVANIA AND STAFFORD, UK, 5 August 2009 - PuriCore (LSE: PURI), the life sciences company focused on developing and commercialising proprietary, green solutions that safely, effectively, and naturally kill infectious pathogens without causing harm to human health or the environment, today announces the acquisition of Labcaire Systems Ltd., a leading UK supplier and manufacturer of endoscope disinfection equipment and air filtration systems and a wholly owned subsidiary of Misonix Inc. (NASDAQ: MSON). 

Acquisition of Labcaire Systems

Under the terms of the acquisition, PuriCore has acquired the entire issued share capital of Labcaire Systems Ltd. in exchange for an upfront payment of $3.6 million in cash and a further $1 million to be paid in equal instalments over the next four years. Additional amounts may become payable at the end of each year through to 31 December 2013, based on the future annual sales of certain Labcaire products, such additional amounts in aggregate not to exceed $1 million.

As at 30 June 2009 Labcaire Systems had gross assets of approximately £6.5 million (unaudited) (2008: £5.9 million, UK GAAP, audited), and for the year ended 30 June 2009 it reported revenues of approximately £8.7 million (unaudited) (2008: £6.8 million, UK GAAP, audited) and made a loss of approximately £4.5k (unaudited) (2008: loss of £284k, UK GAAP, audited). The managing director of Labcaire Systems, Neil Blewitt, 49, will remain in a leadership role in the combined Endoscopy business.

Labcaire Systems is a leading provider of endoscope disinfection equipment to UK NHS hospitals, private hospitals, and primary care networks. The addition of Labcaire's complementary skills and products expands PuriCore's endoscopy product portfolio creating critical mass and a leadership position in the UK endoscopy market, further strengthening its UK offering of disinfection chemistry, endoscope reprocessing systems, and services. The directors believe that the enlarged Group is well placed for growth and that the increase in international market opportunities and expansion of service and reagent supply opportunities, combined with synergistic cost savings will increase the Group's cash flow. The combined business raises the number of hospital sites from just over 200 to approximately 350, and the combined pro-forma endoscope division sales for the year to 30 June 2009 would have been £8.5 million. PuriCore Endoscopy is headquartered in Stafford, UK, and will continue to operate the Labcaire Systems facility in Clevedon, UK.

The Placing

Separately, PuriCore announces that it has raised £2 million by way of a non pre-emptive Placing through the issue of 10,810,811 Placing Shares, representing 5 per cent. of the Company's existing issued share capital, at an Issue Price of 18.5 pence per share (being the closing bid price and a 3.9 per cent discount to the closing mid-market price on 4 August 2009). The Placing, which is underwritten by Nomura Code Securities, is being conducted pursuant to a placing agreement between the Company and Nomura Code Securities (the "Placing Agreement"). The net proceeds of approximately £1.9 million will be used to fund the upfront consideration for the Acquisition. Pursuant to the Placing the 10,810,811 Placing Shares have been conditionally placed with institutional investors.

Applications will be made to (i) the UK Listing Authority for the New Ordinary Shares to be admitted to the Official List and (ii) the London Stock Exchange's main market for listed securities for such shares to be admitted to trading. It is expected that Admission of the New Ordinary Shares to: (i) the Official List; and (ii) trading on the London Stock Exchange's main market for listed securities will become effective and that dealings in the New Ordinary Shares will commence at 8.00 am on 10 August 2009.

The new Ordinary Shares are being issued pursuant to the authority granted to the Directors at the Company's' Annual General Meeting on 5 June 2009.

The Placing is subject to the Placing Agreement becoming unconditional and not being terminated in accordance with its terms prior to Admission.

Trading Update

In addition, the Company also announces today a trading update for the six months ended 30 June 2009 (see separate release). Interim results for this period are expected to be announced on 25 August 2009. 

Greg Bosch, Chief Executive of PuriCore, said:

"This synergistic combination of our Endoscopy business with Labcaire heightens PuriCore's position as a leader in the UK endoscopy market and transforms two strong product lines into a world-class portfolio."

Enquiries:

About PuriCore

PuriCore plc (LSE: PURI) is a life sciences company focused on developing and commercialising proprietary green solutions that safely, effectively, and naturally kill infectious pathogens without causing harm to human health or the environment. PuriCore's patented, proprietary technology mimics the human body's production of the natural antimicrobial hypochlorous acid, offering a safe and non-hazardous approach to disinfection and sanitisation. The Company's products are used in a broad range of markets that depend upon controlling contamination, including food retail and foodservice, medical device disinfection, and wound care. Hypochlorous acid is proven to be safe, environmentally friendly, and fast acting against a broad range of infectious pathogens, including major public health threats of C.difficile, E.coli, HIV, Human and Animal Influenza (including H5N1 Avian Influenza), Legionella, MRSA, M.tuberculosis, Norovirus, and Salmonella. PuriCore is headquartered in Malvern, Pennsylvania, with offices in Stafford and Clevedon, UK. 

To receive additional information on PuriCore, please visit our website at www.puricore.com, which does not form part of this press release.

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.