Disposal of Cytomyx Limited

RNS Number:7465Z
Cytomyx Holdings PLC
14 March 2006


For immediate release                                         14 March 2006





                              CYTOMYX HOLDINGS PLC
                          ("Cytomyx" or "the Company")


         Disposal of Cytomyx Limited to Serologicals UK for $7 million
                    Notice of Extraordinary General Meeting

Cytomyx Holdings plc (AIM: CYX.L) today announces the conditional sale of its
subsidiary Cytomyx Limited to Serologicals UK Holding Company Limited 
("Serologicals") for $7 million (approximately #4 million) in cash ("the 
Disposal"). The proceeds will be reserved for the repayment of outstanding loans 
to the Company and used for working capital. Following the Disposal, the Company 
will be focussed on the provision to the pharmaceutical industry of high quality
human tissue samples through Cytomyx LLC, its biorepository business based in
Massachusetts in the US. The corporate headquarters of the Company will remain
in the UK, which will also be the focus of the European sales of our
biorepository business.



Highlights



*         The Company will sell the entire issued ordinary share capital of
Cytomyx Limited to Serologicals UK for an aggregate cash consideration of $7
million (approximately #4 million), subject to certain adjustments. The
consideration of $7 million is payable in full on completion, of which
approximately $6.2 million (approximately #3.54 million) will be in respect of
the repayment of inter-company debts owed by Cytomyx Limited to the Company and
its other subsidiaries.



*         The consideration is subject to an upwards or downwards adjustment on
a pound-for-pound basis to the extent that the working capital of Cytomyx
Limited as at the date of completion is greater or lesser than #21,000. An
adjustment of less than #25,000 upwards or downwards is to be ignored.



*         In its unaudited financial statements for the year ended 30 September
2005, Cytomyx Limited reported an operating loss of #867,000 on turnover of
#963,000. As at 30 September 2005, it had net liabilities of #2.79 million.



*         With the aim of optimising shareholder value, the Board has been
considering a full range of strategic options for the Company including the sale
of either part or all of the business of Cytomyx Limited. Following a thorough
search for a suitable buyer, for either part or all of the business, the sale of
Cytomyx Limited to Serologicals UK is, in the opinion of the Board, in the best
interests of the Company and its Shareholders as a whole.



*         The Company has two loan facilities with Laurus Master Fund Limited ("
Laurus") which, by completion, are expected to total approximately $5.2 million.
The directors expect to use part of the Disposal proceeds to partly pay down the
facility which is based on the level of receivables in order to remain within
the limits of this facility. The directors will then pay an amount equal to the
balance of the principal amount of both Loans to a blocked account as security
for amounts outstanding to Laurus in respect of the Loans. The balance of the
Disposal proceeds, totalling approximately $1.8 million (approximately #1
million), will be used as working capital for the group.



*         Following the Disposal, the remaining operating business of the
Company will be Cytomyx LLC, which is based in Lexington, MA., USA. Cytomyx LLC
maintains a large and diverse human tissue biorepository, which contains more
than 140,000 samples, all with extensive associated clinical data.  Samples are
bar-coded for tracking purposes and are annotated with associated clinical data
in an on-line database. This collection has been created through supply
agreements with an extensive network of donor sites in the USA.



*         Cytomyx LLC is currently working with many of the world's leading
pharmaceutical and biotechnology companies, providing them with samples that
assist them in developing new drugs based upon a clearer understanding of
patients' individual biochemistry. New drugs such as Herceptin, a new treatment
for breast cancer, and Gleevec for the treatment of Chronic Myeloid Leukaemia,
have already demonstrated the value of this approach. We believe that the
prospects for the business to expand in this emerging area are substantial.



*         The completion of the Disposal is conditional on the transaction being
approved by the shareholders of the Company.  Accordingly  a circular has today
been posted to shareholders convening an Extraordinary General Meeting of the
Company, to be held at 11.00 a.m. on 31 March 2006 at 6/7 Technopark, Newmarket
Road, Cambridge, CB5 8PB at which an ordinary resolution seeking shareholder
approval will be considered.

*         The Directors of the Company, who hold in aggregate 1,395,000 Ordinary
Shares, representing approximately 2.25% of the issued share capital of the
Company, have undertaken to vote in favour of the ordinary resolution. In
addition the Company has obtained irrevocable undertakings to vote in favour of
the ordinary resolution from Shareholders holding in aggregate 23,677,370
Ordinary Shares, representing approximately 38.3% of the issued share capital of
the Company.



Mike Kerins, Chief Executive of Cytomyx, commented: "Following a strategic
review by the Board, we believe that the disposal of Cytomyx Ltd is in the best
interests of shareholders. The disposal will strengthen the Company's balance
sheet and allow us to focus on our US biorepository business, which is already
working with many of the world's leading pharmaceutical companies and which has
significant potential for growth."





For further information, please contact:


Cytomyx Holdings plc                                     [phone]
Mike Kerins, Chief Executive

Corporate Synergy plc                                    [phone]
William Vandyk

Buchanan Communications                                  [phone]
Mark Court/Mary-Jane Johnson








                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

DISIIFFDVAISLIR