Acquisition

18 Feb 2005 08:40

Nutrinnovator Holdings PLC18 February 2005 For Immediate Release 18 February 2005 NUTRINNOVATOR HOLDINGS PLC ("Nutrinnovator" or "the Group") The Board of Nutrinnovator today confirms that it is currently at an advancedstage of negotiations to acquire a complementary functional food company,Provexis Limited. Nutrinnovator's interim statement in November 2004 referred to the proposedjoint venture between Nutrinnovator and Provexis to commercialise theclinically-proven and patented heart health CardioFlow functional foodtechnology, which Provexis has developed over the last four years, to takeadvantage of the £2.2bn global market for heart healthy products. In recentdiscussions, the Boards of both businesses have reached the conclusion thattheir complementary capabilities present an opportunity to develop a substantialbusiness operating in global functional food markets. The combined strategy willbe based on scientifically-proven functional food products, underpinned bystrong intellectual property positions, and delivered to market with a proveninnovation capability. The size of this proposed transaction is such that it will be defined as areverse takeover and accordingly will be subject, amongst other things, to theapproval of the Nutrinnovator shareholders. As an integral part of thisproposed transaction there will be a fundraising to raise up to £10m for theenlarged group. In the collective view of the Boards of Nutrinnovator andProvexis, the required disclosure for the marketing campaign planned to achievethe fundraising cannot be confined to a restricted group of potential investors.As a result the Board have requested that the shares in Nutrinnovator should besuspended and have reached agreement with AIM for this to happen with immediateeffect. The expectation is that the proposed transaction, fundraising and associateddocumentation will be agreed and announced on or around 24 March 2005. Fulldetails of the transaction will be disclosed to the shareholders ofNutrinnovator in the Admission Document for the enlarged Group which willcontain the notice of EGM to be held in April 2005. Application will be made forthe shares of Nutrinnovator to be re-admitted to trading on AIM on publicationof the admission document. The Board of Nutrinnovator regards this opportunity as a very excitingdevelopment for the business. It will provide Nutrinnovator with the resourceswith which to commercialise the product pipeline established by both companieson a global basis, as well as combining the complementary skills of therespective management teams. It is the view of the Board that the transactionwill provide a greater opportunity for the business to fully realise itspotential, and over the longer term the Board believes that this represents themost viable strategy for the creation of future shareholder value. The Nutrinnovator pipeline contains medium and long-term projects which, it isplanned, will result in the development of novel functional food products withintellectual property positions in the areas of heart health and cancerprevention. In addition, despite the slower than planned sales of the Altu foodbar brand, it is felt that as well as providing a near-term revenue stream, thisbrand has the potential to provide a future functional food platform. TheProvexis pipeline, in addition to contributing the CardioFlow technology, alsohas a medium-term commercialisation strategy for a novel product for thetreatment of Crohn's disease. Recent trading for Altu is referred to in an earlier announcement. The proposedSpring launch of Altu Black the lower sugar, naturally sweetened cola drinktest-marketed by the Group during recent months is to be put on hold, pending areview following the proposed transaction. Nutrinnovator has continued to make progress in the area of establishingrelationships to develop novel functional foods. The Group has recently agreedin principle a joint venture with a substantial New Zealand research instituteto commercialise a heart health and cognitive development ingredient for which apatent is in the process of being filed, and which would also give Nutrinnovatorpreferential access to the development pipeline from the institute. In addition,a further agreement in principle has been reached with a UK-based researchinstitute to develop a functional food technology which is expected to result inclinically-proven and patented cancer prevention properties. The Group will make further announcements in due course. For further information please contact: Nutrinnovator Holdings plcStephen Moon, Managing Director 07967 564301 Buchanan Communications 020 7466 5000Tim Thompson / Tom Carroll Notes to editors: Nutrinnovator's strategy is to develop and market food and drink productsdesigned to be of overall superior nutritional quality to competing products inspecific product categories, whilst retaining the taste and palatability toappeal to the consumer. Health issues related to diet are significant in worldconsumer markets. Poor diet can lead to obesity which, in turn, can cause suchhealth issues as diabetes, heart disease, and high cholesterol. The founders ofNutrinnovator came together to form the business with the aim of exploiting anopportunity in the food and drink-based wellbeing and functional food sector.The first products of the Group, the Altu food bar range, were launched in themarket in the UK in 2004. The Group's experienced management team are constantlylooking into new ventures to exploit the opportunities in the functional foodsector. The Group successfully floated on AIM in June 2004. This information is provided by RNS The company news service from the London Stock Exchange