TIDMNIPT
RNS Number : 4178S
Premaitha Health PLC
21 December 2016
Premaitha Health PLC
("Premaitha" or the "Company")
Conditional Acquisition of Yourgene Bioscience and Posting of
Circular
Manchester, UK - 21 December 2016: Premaitha Health PLC (AIM:
NIPT), developer of a leading CE-marked non-invasive prenatal
screening system ("NIPT"), announces the conditional acquisition of
Yourgene Bioscience Co., Ltd ("Yourgene") (the"Acquisition"), a
significant NIPT provider in Asia and the posting shortly of a
circular convening a General Meeting in relation to the Acquisition
and a proposed share sub-division.
Highlights
-- Acquisition of Yourgene - a significant NIPT provider in Asia (based in Taiwan)
- Expanded market access in Asia
- Cross-selling opportunities
- Expanded content both within and beyond NIPT
- Combined strategic drive into China
- Litigation de-risked due to non-registration of Illumina controlled patents within Taiwan
-- General Meeting in relation to the Acquisition and a proposed share sub-division
Conditional acquisition of Yourgene
Premaitha is pleased to announce the conditional acquisition of
the entire issued share capital of Yourgene. The consideration for
the Acquisition is the issue of 76,054,570 new ordinary shares in
the Company (the "Acquisition Shares") at a price of 9 pence per
share (being the mid-market closing price of the shares on 20
December 2016, the last practicable date prior to announcement of
the Acquisition), and cash consideration of US$500,000, to be
funded out of Yourgene's existing cash reserves. The Acquisition
Shares will represent approximately 25% of the issued ordinary
share capital of the Company as enlarged by the Acquisition
Shares.
Yourgene is a significant Asian NIPT bioinformatics specialist
based in Taiwan. It has a commercial hub in Singapore and annual
sales of circa GBP2.0 million generated from across South East Asia
and India, and is broadly break-even at these trading levels.
A circular (the "Circular") will shortly be posted to Premaitha
shareholders seeking approval of the Acquisition, authority for the
Directors to issue the Acquisition Shares and approval of the share
sub-division.
The Acquisition will become unconditional following the passing
of the resolutions to be proposed at the General Meeting, the
London Stock Exchange agreeing to admit (subject only to their
allotment) the Acquisition Shares to trading on AIM and the
granting of the regulatory approval of the Acquisition required by
Taiwanese law. This is expected to occur by no later than 31
January 2017.
Background on Yourgene and strategic rationale
Yourgene was established in 2009 by Dr Bill Chang, its CEO. It
employs approximately 25 people and has NIPT customers in Taiwan,
India, Thailand, Indonesia and Malaysia which operate on the same
Thermo Fisher next-generation sequencing platform as Premaitha's
IONA(R) test. Yourgene also provides research services and is a
contracted participant in the Taiwan Biobank Project.
The Acquisition brings significant benefits through expanded
market access in Asia, the world's fastest growing NIPT market, and
opportunities for cross-selling. In addition, the combination
enables joint development of expanded NIPT test content as well as
further content beyond NIPT, such as pre-implantation genetic
screening. The combination also offers the potential to reduce
intellectual property risks through geographic diversification and
product enhancements.
Furthermore, the combination with Yourgene creates a platform
for a strategic drive into mainland China where there are
approximately 17 million births per annum and a strategy to
decentralise NIPT testing over the coming years as part of the
Chinese government's healthcare reform plans.
Intellectual property position strengthened
Yourgene has a NIPT patent granted in Taiwan, a territory where
there is no registration of patents equivalent to those being used
by Illumina in European litigation. Yourgene has also filed
applications for this patent in China, the USA and at the European
Patent Office. The combination of Premaitha and Yourgene offers the
potential to further reduce intellectual property risks through
geographic diversification and product enhancements which more
clearly accentuate Premaitha's non-infringement claims.
Proposed Board appointments
On completion of the Acquisition, Dr Bill Chang and Alan Chang
(both directors of Yourgene) will be appointed to the Board of
Premaitha as Chief Scientific Officer and Non-executive Director
respectively.
Dr Bill Chang has a PhD in bioinformatics from the University of
Melbourne and developed Yourgene's NIPT algorithm (patent granted
to Yourgene in Taiwan).
Alan Chang, Yourgene's in-house legal counsel, has significant
commercial and intellectual property experience, has an MSc in the
Management of Intellectual Property from the University of London
and was Senior Counsel at Hon Hai Group from 2004 to 2009, leading
a team of 75 professionals, including 12 lawyers and 63 patent
agents and intellectual property engineers.
Dr Bill Chang and Alan Chang own 59.5% and 5.0% of Yourgene
respectively and will therefore own 14.9% and 1.3% respectively of
the ordinary shares in Premaitha upon completion of the
Acquisition.
Dr Bill Chang and Alan Chang, together with the other four
shareholders of Yourgene, are deemed to be a concert party and have
entered into a relationship agreement with lock-in and orderly
market provisions for the next two years.
Proposed share sub-division
The Board will also seek shareholder approval to reorganise the
Company's share capital as the market price of its existing
ordinary shares is below their par value of 10p per share. This
situation prevents the Board issuing new ordinary shares (including
the Acquisition Shares) as English company law prohibits a company
from issuing a share at a price that is less than its par value.
The Company is therefore proposing to divide each existing ordinary
share of 10p into one ordinary share of 0.1p and one deferred share
of 9.9p.
Full details of the proposed share sub-division can be found in
the Circular which will be made available shortly on the Company's
website at www.premaitha.com.
Posting of Circular
A General Meeting of the Company will be convened so that
Premaitha shareholders can approve the Acquisition, the allotment
of the Acquisition Shares to the Yourgene shareholders and the
share sub-division. The Circular, which will contain a notice
convening the General Meeting, will shortly be posted to
shareholders and will be available on the Company's website at
www.premaitha.com. The General Meeting will be held at 3.00 p.m. on
10 January 2017 at Greenheys Building, Manchester Science Park,
Manchester, M15 6JJ.
Dr Stephen Little, CEO of Premaitha Health, commented:
"We are extremely excited about the transaction with Yourgene
and their like-minded management team who have demonstrated their
commitment to the enlarged group through a significant
shareholding. They have successfully established a highly
complementary business in South East Asia and we look forward to
working together to build a truly global force in this emerging
sector. The Board believes that Asia Pacific will be a key region
for driving sales growth, and Yourgene is an important enabler for
the newly enlarged Premaitha group."
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For more information, please contact:
Premaitha Health PLC Tel: +44 (0)
161 667 6865
Dr Stephen Little, Chief Executive
Officer
Barry Hextall, Chief Financial
Officer
investors@premaitha.com
Cairn Financial Advisers LLP (Nomad) Tel: +44 (0)
20 7213 0880
Liam Murray / Jo Turner
finnCap (Joint Broker) Tel: +44 (0)
20 7220 0500
Adrian Hargrave / Scott Mathieson
(Corporate Finance)
Tony Quirke (Corporate Broking)
Vigo Communications Tel: +44 (0)
20 7830 9700
Ben Simons / Fiona Henson / Antonia
Pollock
premaitha@vigocomms.com
About Premaitha
Premaitha is a molecular diagnostics company which uses the
latest advances in DNA analysis technology to develop safer, faster
and regulatory approved non-invasive screening tests for pregnant
women.
Premaitha's lead test - the IONA(R) test - was launched in
February 2015 and is the leading CE marked complete system which
estimates the risk of a fetus being affected with Down's syndrome
or other genetic conditions. The IONA(R) test is performed on the
mother's blood sample - which contains traces of fetal DNA - and
then analysed using next generation DNA sequencing technology from
ThermoFisher Scientific.
Unlike existing prenatal screening methods, due to its high
level of accuracy, the IONA(R) test can significantly reduce the
number of women subjected to unnecessary stressful and invasive
follow up diagnostic procedures which are costly, resource
intensive and carry a risk of miscarriage.
Non-invasive prenatal screening is an emerging, multi-billion
dollar global market and Premaitha's complete CE Marked system
enables laboratories and health care practitioners to offer an
approved, non-invasive prenatal screening system in-house.
Premaitha is based in Manchester Science Park, United Kingdom
and its shares trade on the AIM market of the London Stock Exchange
(AIM: NIPT). For further information please visit
www.premaitha.com. Follow us on twitter @PremaithaHealth.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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