Venn Life Sciences Share Discussion Threads

[glasshalfull] 20/10/2016 17:54

You may be interested in the further developments of the Integumen spin off vehicle which is acquiring Enhnace Skin Products - VISIBLE YOUTH brand - for £3m which will translate into a 24% shareholding in Integumen alongside Venn's 30%.

Enhance Skin Products Inc. Announces a Strategic Collaboration With Integumen Limited and Asset Sale



Enhance Skin Products Inc., a pioneer in hyaluronan ("HA") research and development for deep hydration of the skin, announces that it has entered into a conditional Asset Purchase Agreement ("APA") with Integumen Limited ("Integumen") under which it will sell substantially all of the Company's assets under a plan of reorganization. The consideration payable under the APA is a sum equal to £3,030,000 ($3,939,000), subject to adjustment depending on the level of Enhance' s current liabilities as at completion. The consideration is comprised of £2,715,000 ($3,529,500 ), subject to any adjustment under the APA and less all sums due and owing under the note owing from the Company to Integumen, to be settled by the allotment of ordinary shares of Integumen at a price of £1 per share at par credited as fully paid, and the assumption of certain liabilities of the Company up to the value of £315,000 ($409,500).

The APA is subject to shareholder approval and the company complying with all applicable state and federal law related to such sale.

On October 4, 2016 Venn Life Sciences ( AIM : VENN ), a United Kingdom Contract Research Organisation providing drug development, clinical trial management and resourcing solutions to pharmaceutical, biotechnology and medical device clients, announced that its wholly owned subsidiary, Venn Life Sciences Limited, has entered into a conditional agreement with Integumen under which it and Lynchwood Nominees Limited, as custodian for the Helium Rising Stars Fund would sell the entire issued share capital of Innovenn UK Limited ("Innovenn"), for a total consideration of up to £4.7 million.

The consideration for Innovenn has been agreed at £4,740,000, subject to adjustment depending on the level of Innovenn's current liabilities as at completion. Part of the consideration for the Sale will be settled by the assumption by Integumen of £146,032 of Innovenn's debt, with the balance of £4,593,968 being settled by the allotment of ordinary shares of £1.00 each in the capital of Integumen at par credited as fully paid. The Innovenn sale is subject to the approval of the shareholders of Venn

Innovenn was founded by Venn in 2014 as an innovation vehicle dedicated to the development and marketing of healthcare products and technologies. Innovenn acquired Labskin, a living skin model, and an anti-acne formulation and since acquisition has invested in the further development and commercialisation of these assets.

Integumen Limited was established on May 28, 2016 for the purpose of building a business in the area of Human Surface Science. Integumen plans to acquire the business of Innovenn, Enhance and complementary businesses in the areas of Skin Science, Oral-health and Wound-care. The acquisition of Innovenn and other businesses is to be completed by way of the issue of new shares in Integumen. Integumen plans to seek admission of its shares to trading on AIM and plans to raise capital to fund the future development and commercialisation of the technology portfolio. Integumen has appointed advisors in this regard. Prior to a potential listing and fundraise Integumen will fund its activities out of existing cash reserves and a bank loan facility for EUR 1m which Venn currently guarantees.

In addition to the acquisition of Innovenn, Integumen is in the process of acquiring three additional businesses. The first of these transactions is the acquisition of the Enhance business.

In addition to Innovenn and the Enhance asset purchase, Integumen has agreed terms to acquire a European based Oralhealth company. The purchase is to be by way of a purchase of shares and Integumen is targeting the completion of this transaction in the coming weeks. The target currently has an oral hygiene product in the market place with international distribution.

Finally, Integumen intends to complete the acquisition of a woundcare business with products in development in the areas of wound diagnostics and infection control. This acquisition is to be completed by way of a purchase of shares and Integumen expects to complete this transaction in the coming days.

On completion of the aforementioned transactions, Integumen would have a portfolio of intellectual property and products across four complementary healthcare sectors.

On completion of all four transactions Venn and Enhance would own approximately 30% and 24%, respectively, of the equity of the combined businesses, subject to any adjustments under the APA.

Although the Board understands that Integumen intends to enter into the above transactions there is no guarantee that all or any of these will be completed.

The UK Pound Sterling (£) amounts have been converted into US dollars at the closing US$/£ sterling interbank spot rate on September 30, 2016 of 1.3 for the convenience of readers.

Donald Nicholson, Enhance's President & CEO stated that " we are delighted to have entered into this strategic collaboration with Integumen Limited. The combined businesses should benefit from: diversified risk; existing sales of products and services; "cross-franchise" opportunities to incorporate patented technologies into new products; access to a wider range of core skills (including marketing, development and formulation) and critical mass for enhanced access to capital."

Declan Service, Integumen's CEO stated " we see Enhance's Visible Youth™ assets as a key component of the Integumen Group. The consolidation of branded products at different stages of commercialization, within a niche range of commercial markets should enable the combined group to build a sustainable business focused on the consumer and professional OTC healthcare markets".

Visible Youth™

The Visible Youth ™ consumer and professional skincare lines are based on a patented synergistic combination of Hyaluronic Acid and bioactive glass micro particles created by one of the world's leading authority in hyaluronic technologies. The brand has a pharmaceutical, research driven heritage based on over 30 years of pioneering research.

The Visible Youth™ skin care lines only utilize high purity, medical-grade HA of a specific combination of grade, purity and molecular size to provide optimum hydration and targeted dermal delivery. HA is a known anti-oxidant with moisturising, anti-wrinkle and dermal delivery properties. Bioactive glass micro particles have established strong anti-oxidant, anti-redness, anti-wrinkle, mineral enhancement properties and have strong anti-inflammatory activity. The patented HA Bioglass combination is unique to Enhance. The Visible Youth formulations also include additional naturally derived ingredients specific to each skin care need.

Intellectual Property

Base patents for a stable cosmetic composition of HA and bioactive glass have been granted to Enhance in the USA, Australia, New Zealand, China and Japan. We are in final stages of patent prosecution in the European Union and Canada. The Company has also filed an International patent application for the use of HA and bioactive glass to enhance and extend the anti-wrinkle effects of cosmetic treatments associated with aesthetic injectables such as Botox (botulinum toxin) and cosmetic dermal fillers. The Visible Youth Trademark has been granted in USA, EU, Canada, France, Japan & Switzerland. A trademark application is currently in process in China.

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Kind regards,
GHF

[shanklin] 20/10/2016 16:35

More oversold now.

[mulligut] 19/10/2016 11:42

If anyone is interested, the chart is showing this share is seriously oversold. The volume has dropped and as the fundamentals appear not to have changed this was likely to have been nothing more than an EIS or VCT exit after their 3 years realising a profit.

[lbo] 19/10/2016 10:24

Would be hard to beat the Alltracel share performance! 89p to less then 14p from IPO to when management then decided to sell out. The only people who made money on that were the management who paid themselves handsome salaries and options every year.

[mulligut] 18/10/2016 15:50

Investor Dave I have been buying small quantities of no more than 500 shares per month for nearly two years now as part of my pension pot, so my average has allowed for these jumps. I can understand if someone had bought higher in a single lump.

So long as they keep doing what they are doing I am a supporter for the long term.

[investordave] 18/10/2016 14:52

You're braver than me mulligut. Holding but v nervous.

[mulligut] 18/10/2016 14:48

What is strange is that with revenues being non-Sterling there should be a decent kick in EBITDA allowing for currency fluctuations. I am still buying my monthly amount as I can't see a downside.

[lbo] 18/10/2016 14:22

Like Alltracel Pharmaceuticals shareholders will be left nursing the losses!

[investordave] 18/10/2016 12:15

A seller? You don't say. :)

[rivaldo] 17/10/2016 14:12

Perhaps there's a seller around InvestorDave!

Most share movements are simply down to buyers or sellers. Conspiracy theories are really just that in most cases - theories. Not reasons. If markets were perfect then there would be no buying opportunities, as this hopefully is.

[investordave] 17/10/2016 12:48

GHF. You may be right about this not being the investment for me although I have held for circa 18 months. Will see what the next month brings before deciding whether to hold for longer. I still can't quite believe the market reaction to the H1 results. There has to be a reason for this which we PIs will probably be the last to know about. Regards ID.

[glasshalfull] 17/10/2016 12:41

InvestorDave - you can check with your broker, but there is stock available under mid. Not everything that shows up in the trade data is a sell...as I've previously mentioned.

If the trade data is concerning you so much then perhaps this isn't an investment for you?

Kind regards
GHF

[investordave] 17/10/2016 12:17

More large sells. What the hell is happening here?

[investordave] 14/10/2016 13:41

I can't remember when I last saw a purchase here. I'm a long term holder but I'm getting increasingly twitchy by the apparent fall off in interest in the Company. Still can't believe how far the share price has fallen in a couple of weeks.

[shanklin] 12/10/2016 07:53

Thank you rivaldo

[rivaldo] 12/10/2016 07:52

The Annual Report states the following:

"As a guide to the sensitivity of the Group’s results to movements in foreign currency exchange rates, a one cent movement in the GBP to Euro rate would impact annual earnings by approximately €2,500 due to natural hedging (2014 - €14,000)."

So even with recent fluctuations the impact really isn't an issue one way or another - except in pure translation terms, as obviously since VENN report in euros the translation into sterling of any profits will be much improved now.

[shanklin] 12/10/2016 07:42

Are most costs Euro denominated?

[pentangle] 11/10/2016 16:38

As most income is Euros or Dollars it's positive.

[martinthebrave] 11/10/2016 12:08

Any idea how the currency fluctuations will impact here?

[oldvic] 08/10/2016 22:54

big ones getting in should balance that if it was true of course IDave

[investordave] 07/10/2016 10:58

The share price will be moving down again at this rate.

[investordave] 07/10/2016 10:57

It looks as if some small investors are still getting out.

[pentangle] 06/10/2016 14:08

A good, considered post Yump. Personally, I pick my shares and do not pay a lot of attention to which market they are quoted on. However, I recently checked and 5 of my 8 holdings were AIM shares. It's certainly a fact that AIM is very poorly regulated and that there is an awful lot of dross and a number of outright frauds in there.

My own approach is to only own the number of different shares which I feel I can keep a good handle on and where I think I understand the business and strategy. They must be profitable or look like they will be profitable in the relatively short term. I maybe buy 1-3 new companies a year. I don't have a formal stop loss system and will only sell if I think the story as regards the company or industry is changing adversely - that way general market movements or unfounded sentiment do not take me out of good companies. Running the winners is the route to multi baggers which make all the difference to longer term performance. I also lighten if a holding is getting disproportionately large which happily has happened. Keeping a lowish number of holdings means that I have a large amount of money in each so the winners really make a difference.

Venn is one of my current holdings - 3rd largest actually. I have seen nothing which has changed my mind so far and like what I have seen. They have dealt with their one acquisition so far very efficiently. The idea of small bolt on acquisitions in the CRO field seems both manageable and earnings enhancing. Based on normal CRO valuations Venn looks cheap and has growth prospects.

Acquiring Labskin looked like it would add value in 2014. However, management have sensibly come to the conclusion that an early stage business like this adds nothing to their valuation, and actually detracts because the losses reduce EPS. The way they have chosen to dispose of it gives shareholders upside without a lot of risk. Not sure why the acquirer is a Caymans Island company - may have something to do with one of the proposed targets being a US OTC. I am prepared to give Directors the benefit of the doubt on this.

Just my reasoning and we all have our different approaches, none of which is, by definition right or wrong so DYOR etc.

[yump] 06/10/2016 12:51

fwiw I'm sure it depends on which sectors you invest in AIM. There are examples from all sectors, but some are way worse than others. Media and digital marketing seems to be full of BS, which I guess you would expect, seeing as they are in that business.

Products and services don't seem so bad. Except that if its a new killer consumer product, that's a no from me and if its a fancy cloud startup service, they seem destined to die, as are the change-the-world ones.

I think it all depends on whether you can actually do some sort of business assessment and also take a realistic view of projected figures.

I'm not sure I can reliably, but I'm pretty sure the most successful investors can.

Would I set up a business in Venn's field if I was full of it ? I don't think so. Its what, for want of a better phrase, I'd call a 'serious' market.

My filter starts with: "Is it a new fangled thing with a load of vague stuff spouted by the BOD ?" Removing all those removes a heck of a lot of rubbish, unless you're really into gambling on startups with no proven market.

Then "Why did they float on AIM ?". That gets rid of all those that for some reason didn't float in their own country, unless they actually say why. Here, at least they've said exactly why they've floated and it didn't involve any BS as far as I'm concerned.