DUBLIN, IRELAND--(Marketwire - August 23, 2007) -
Alltracel Pharmaceuticals plc
Alltracel to acquire specialist oral care business Synpart AG
- Proposed acquisition will strengthen Alltracel's leadership
position in European specialist Oral Care supply market and
secure comprehensive Asian supply bases via the addition of
an Indian supply network -
- Alltracel will integrate Synpart AG with Westone, its
specialist Oral Care subsidiary and its existing consumer
Wound Care business -
Alltracel Pharmaceuticals Plc., ("Alltracel" or the "Company"), (AIM:AP.L), the
Healthcare Innovation Group focused on the Oral Care, Wound Care, Cardiovascular
Health and Dermal Health markets, announces today that it is at an advanced
stage of negotiations to acquire the issued and to be issued share capital of
Synpart AG ("Synpart") a German based specialist Oral Care and Sports Bandages
company (the "Acquisition").
It is proposed that Synpart AG will be acquired by Alltracel for a maximum
consideration of EUR6.3 million. Initial consideration of EUR5.3 million will be
satisfied through a cash payment of EUR3.3 million and, following the Acquisition,
the issuance to the vendors of 10% of the then issued ordinary shares in
Westone, Alltracel's exisiting oral care subsidiary (the "Westone Shares"). The
cash consideration, together with additional working capital, is to be satisfied
by a conditional cash placing to raise EUR2.4 million before expenses (the
"Placing") and by enlarging existing debt facilities from Bank of Scotland by
EUR3.1 million. It is proposed that, conditional on completion of the Acquisition,
the Company will issue 12,920,000 ordinary shares of EUR0.0125 ("Ordinary Shares
") each in the share capital of the Company, at a price of 12.5p per Ordinary
Share pursuant to the Placing. A further cash payment of up to a maximum of EUR1
million will become payable to the vendors, subject to certain performance
criteria, on the first anniversary of completion of the Acquisition. In
addition, the vendors will enter into a put option agreement with Alltracel
under which the vendors will be granted an option entitling them to require
Alltracel to repurchase, at the issue price, the Westone Shares. This option is
exercisable by the vendors in four equal instalments on the 6, 12, 18 and 24
month anniversary of completion of the Acqusition or in full on the second
anniversary of completion of the Acquisition or the vendors can opt to retain
the Westone Shares.
It is expected that binding sale and purchase documentation for the Acquisition
will be entered into, and that the Acquisition will complete, by no later than
Friday, August 31 2007. A further announcement will be made in due course.
Synpart (
www.synpart.de) operates principally in Germany but also in Austria and
Switzerland. With a primary focus on the private label market, over two thirds
of Synpart AG's turnover is generated from oral care products with the balance
from sports bandages.
Synpart AG has invested in technology and in particular in product design and
has built a suite of patents and patent applications in the area of dental and
oral care. Synpart also has a strong sourcing network in India. In the twelve
months to 31 December 2006 Synpart recorded turnover of EUR13.2 million, EBITDA of
EUR1.15 million, profit before tax of EUR468,000 and at 31 December had net assets
of EUR503,000.
The Board of Alltracel believe that the proposed Acquisition of Synpart AG has
compelling strategic logic and will bring the following benefits to the Enlarged
Group:
> Will secure leadership of the EU private label specialist Oral Care
supply market
> Will bring a highly complementary product range:
- Alltracel already operates in the Oral Care market
via its London based subsidiary Westone. Westone and
Synpart AG have an existing business relationship as
Synpart AG is an agent for Westone's dental floss products
in Europe's German speaking territories.
- By transferring Alltracel's consumer wound care business
to the new division it is expected that there will be increased
opportunity to improve wound care sales to private label customers
and leverage the existing m.doc(TM) product range particularly
in the sports bandage market.
> Will extend each company's range of products and provides alternative
established product sourcing arrangements;
> Will be highly synergistic, bringing critical mass which will
enable greater competitive advantages for the new division.
Geographically the combined business will also be well positioned to
leverage Synpart's Indian network and Westone's Chinese presence for
both sourcing as well as facilitating a trading presence in two of
the fastest growing oral care markets in the world.
> Synpart AG has been profitable after tax since inception in 2004 and
generated a turnover of approximately EUR13m in 2006.
> The Acquisition is expected to be earnings enhancing immediately.
It is intended that, following completion, the combined businesses of Westone
and Synpart AG will be merged with Alltracel's consumer wound care business.
Going forward the new business will have the single identity of Synpart Limited
("Synpart") (
www.synpartlimited.com) as the Consumer Products trading division
of the Alltracel Group with headquarters in London and offices in Cologne,
Germany and a manufacturing network in China and India.
Commenting on the proposed Acquisition, Alltracel CEO Tony Richardson said;
"The Acquisition of Synpart will mark a step change in our European presence in
the specialist Oral Care market significantly strengthening our portfolio of
products and securing another critical Asian supply network.
Synpart Limited will be the resultant new consumer products trading entity
formed from the combination of Synpart AG with our existing specialist oral care
division and our consumer wound care business of m.doc™. Synpart Limited will
be the leading Sourcing & Development Partner for private label and proprietary
brands in the European specialist oral care and wound care markets and will have
a particular focus on technological innovation.
I am delighted that Synpart AG management team will remain on board with us and
I look forward to welcoming all Synpart's employees to the Alltracel Group. We
look forward to building on their success both in Europe and Asia, two of the
fastest growing regions driving the global Oral Care market towards the US$30
billion value forecast by 2010*."
Helmut Schlieper, Founder and Chief Executive Officer of Synpart AG said;
"We are very pleased to be joining the Alltracel Group and believe that our
business will benefit enormously from the proposed transaction. Through our
synergistic partnerships with private label entities we have built up a strong
reputation over the last few years in Europe and Asia particularly.
By combining with Alltracel's divisions and Westone especially, we will be able
to benefit from increased scale and product offerings and an ability to bring
greater technological innovation to both our private label and proprietary brand
customers more quickly. "
* Source: Global Industry Analysts
ENDS
For Further Information Contact:
Alltracel
Karen Muldowney +353 1 235 2162 press@alltracel.com
Davy Corporate Finance
Des Carville +353 1 679 6363
Stephen Barry +353 1 679 6363
Financial Dynamics
London: Deborah Scott +44 207 831 3113
Notes to Editors:
Alltracel, (AIM: AP.L) (
www.alltracel.com) the Healthcare Innovation Group is
focused on taking proprietary technology from research right through to
commercialisation in the global healthcare market.
Alltracel Pharmaceuticals Plc., ("Alltracel") was founded in 1996 and is a
public company which listed on London's Alternative Investment Market in July
2001.
With corporate headquarters in Dublin, Ireland; Alltracel has a commercial
office in London, England; R&D subsidiary in the Czech Republic and
manufacturing facilities in Shenzhen, China. Alltracel also has a wide network
of research, development and manufacturing partners in Europe, Asia and North
America.
Alltracel operates via two main divisions Alltracel Healthcare Group and
Alltracel Healthcare Technologies:
Alltracel Healthcare Group is focused on the commercialisation effort behind
proven innovative technologies and services for the global healthcare market.
Alltracel Healthcare Group has a range of stake holdings, joint ventures and
wholly owned business units operating in a variety of healthcare categories
including Wound Care, Oral Care, Dermal Health and Cardiovascular Health.
- Alltracel's specialist Oral Care subsidiary Westone
(www.westoneproducts.com) is headquartered in London,
England and is the leading contract supply and manufacturing
partner for the European private label inter-dental market. Westone
also partners with a number of leading oral care brands
internationally.
- Alltracel's specialist Nanotechnology subsidiary Nanopeutics
s.r.o. (www.nanopeutics.net) is headquartered in Liberec in the
Czech Republic and is dedicated to the commercialisation of
Nanospider(TM) technology for the global healthcare market.
Alltracel Healthcare Technologies specialises in innovation, research,
development and the deployment of proprietary technology in the global
healthcare market. Alltracel Healthcare Technologies has established a
substantial intellectual property portfolio with patents in a number of
healthcare applications areas such as Wound Care, Oral Care, Cardiovascular
Health and Skin Care.
m.doc™ is a trademark of Alltracel Pharmaceuticals plc.
Nanospider™ and Nanopeutics™ are trademarks controlled by Nanopeutics s.r.o.
This information is provided by RNS
The company news service from the London Stock Exchange