York Pharma Share Discussion Threads

[topinfo] 13/5/2009 12:56

Good news at least. What the CEO is saying is accept the offer as shareholders otherwise he cant guarantee a satisfactory return to shareholders and they will need to raise funds. Well if its a case of take the offer or decline it I will take it as something is better than nothing. I bought quite low so am okay but feel for those who have put huge sums in over past few years, but at least this way you do get something back if takeover goes ahead. The new CEO has a large shareholding so will obvioulsy do His best to get as much as possible for shareholders.


TIDMYRK

RNS Number : 1382S
York Pharma plc
12 May 2009

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12 May 2009


York Pharma plc
(YRK.L) ("York" or the "Company")


Restructure update and divestment of French subsidiary


In January 2009, York announced that its newly appointed management team was
conducting a strategic review to investigate options to restructure the
Company's operations.


Following completion of the review, the Board has now decided to simplify the
ownership of its international distribution partnership network. This is being
achieved through the reorganisation of the group's operations in France, Belgium
and Luxembourg (the "Territory"), resulting in the divestment today of its 51%
owned OTC focused subsidiary, ACM Crawford SAS ("ACM"), to ACM's minority
shareholders, Thierry Leveillé and Sebastien Baudinot (the "Minority
Shareholders"). ACM will continue to represent the Company as exclusive
distributor in the Territory focused on the marketing of York's prescription
brands.


Background to divestment
The Company's 51% interest in ACM was acquired as one of the assets of Derms
Development Limited in November 2007. ACM is a sales and marketing business,
which has been engaged in selling the Company's products in the Territory and
which took prime responsibility for managing the Company's international
distributor network. ACM had also developed a range of dermacosmetic products
which it marketed principally in France.


The various rights and management responsibilities of each of the Company and
the Minority Shareholders in relation to ACM were set out in a Shareholders'
Agreement entered into at the time of the establishment of the joint ownership
and subsequently modified by the parties during 2008 (the "SHA"). The SHA
contained provisions creating an obligation on the Company to acquire the
outstanding minority interest in ACM of 49% for a pre-agreed aggregate amount of
EUR6.25m. The SHA provided that any failure by the Company to complete the
acquisition and remit the requisite payments in relation to the minority stake
on time would entitle the Minority Shareholders to trigger a call option,
enabling them to acquire the Company's 51% shareholding in ACM for a nominal sum
of EUR2,550 (representing an amount of EUR10 per share) and to the write off of all
intercompany debts owed by ACM to the Company.


Divestment of ACM
As the next step in implementing the revised corporate strategy, the Company has
negotiated and entered into a separation agreement with ACM, the key terms of
which are as follows:


* An amount of EUR777,000 standing to the balance of an inter-company debt owed by
ACM to the Company has, with effect immediately prior to the conduct of the
separation, been capitalised through the issuance of 10,500 shares in ACM to the
Company;
* The Company's aggregate interest in ACM (comprising its initial 51% shareholding
together with the additional 10,500 new shares in ACM mentioned above) was
acquired as of today by the Minority Shareholders for a total of EUR23,661 in
cash;
* The balance of all and any intercompany debt owed by ACM to the Company,
totalling in aggregate EUR51,795 has been forgiven;
* The Company's existing rights and interest in two non-prescription dermacosmetic
products, Vitix and Viticolor, have been transferred to ACM;
* Any and all interests held by ACM in the prescription product Zindaclin and in
the Company's international network of distributors have been transferred to the
Company;
* The Company has appointed ACM as its exclusive distributor for three years in
the Territory;
* ACM has granted the Company an option to distribute its products in the US
market; and
* ACM will provide support for future product acquisitions on a success fee basis.



As a result of completing the divestment of its interest in ACM, the Company
will be a prescription dermatology and skin care business, selling products
directly in the UK market and through an international network of distributors
covering 70 countries. Whilst the divestment will result in a lower annual rate
of sales for the Company, it is expected to have a minimal impact on the group's
results (after accounting for the minority interest) and will save the Company
from the requirement to fund the previously agreed purchase price for the
minority interest of EUR6.25m.


The Company's last set of published results was for the interim period of six
months ended on 31 March 2008. The unaudited net assets of ACM at 30 September
2008 were GBP78,811 and its unaudited revenues and loss before taxation for the
eleven months ended 30 September 2008 were GBP2,809,189 and GBP191,748
respectively (Source: Company Management Accounts).


After careful deliberation, the Directors consider, having consulted with the
Company's Nominated Adviser, that the terms of the divestment of ACM are fair
and reasonable insofar as its shareholders are concerned.


Update on possible offer
On 30 March 2009, the Company announced that it had entered into an agreement
with Uluru Inc. ("Uluru") under which Uluru has provided the Company with a
secured revolving credit facility and on 6 April 2009 the Company further
announced that it had also signed a non-binding offer letter with Uluru for
Uluru to acquire the Company. Drawdown of the credit facility is required to
allow the Company to continue trading through the period needed to complete any
formal offer for the Company under the Takeover Code.


In accordance with the requirements of the Takeover Panel, Uluru has been
notified of the divestment of ACM and has confirmed that, in accordance with
Rule 21 of the Takeover Code, it does not consider the divestment to constitute
a frustrating action in relation to the current ongoing discussions between the
parties.


The Board stresses that there can be no certainty that the discussions between
the Company and Uluru will lead to an offer being made for the Company. In the
event that no offer is made for the Company, it will need to raise additional
capital to fund its operating activities and to repay indebtedness in due
course. Shareholders should be aware that if the offer is not completed or if
the Company's capital raising efforts are unsuccessful, this will have a
material adverse effect on the Company's financial position and operations. The
Company will provide a further update as and when appropriate.


Richard Anderson, Chief Executive of York said: "We are pleased that following
the conclusion of this restructuring, the Company will continue to work with ACM
in Continental European markets. The settlement which we have negotiated enables
us to move forward and exploit fully our international Zindaclin franchise,
whilst protecting the Company and its shareholders from the uncertainty which
would have arisen as a result of the contractual obligation of the Company to
acquire the minority interest becoming due."




For more information please contact:
+-----------------------------------------+------------------------------+
| York Pharma plc | Tel: [phone] |
| Richard Anderson, Chief Executive | |
| Officer | |
| Ian Miscampbell, Chief Financial | |
| Officer | |
+-----------------------------------------+------------------------------+
| Collins Stewart Europe Limited | Tel: [phone] |
| Hugh Field / Adam Cowen | |
+-----------------------------------------+------------------------------+
| FinnCap | Tel: [phone] |
| Geoff Nash | |
+-----------------------------------------+------------------------------+
| Financial Dynamics | Tel: [phone] |
| Ben Brewerton / Emma Thompson | |
+-----------------------------------------+------------------------------+


Collins Stewart Europe Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as Nominated Advisor and
broker to York Pharma plc and will not be responsible to anyone other than York
Pharma plc for providing the protections afforded to clients of Collins Stewart
Europe Limited nor for providing advice in connection with any other matter
referred to herein.
About York Pharma PLC
York Pharma is a pharmaceutical Group, established in 2003, which develops,
markets and supplies branded dermatological products to pharmaceutical
wholesalers, hospitals and general practitioners within the field of
dermatology.

[topinfo] 08/5/2009 16:51

Come on YRK get some news out you are missing out on one hell of a rally.!!!

[topinfo] 05/5/2009 20:40

Come on get us shareholders updated, even if its just an explanation whats happening.

[topinfo] 04/5/2009 22:59

Its so boring waiting for news.

[ursamajorra] 02/5/2009 07:37

And still no nobby.

[topinfo] 30/4/2009 09:40

I think 6p we will get maybe slightly more.

[bignads] 30/4/2009 09:39

I'm here too. Not much point posting until we get some news. My average is around 14pence, so I'm not expecting to see the majority of that returned.

[topinfo] 29/4/2009 21:37

Steptoe...Cheers mate, but I would have bought in first before giving everyone the heads up...may cost you a premium now. Cheers anyway will have a look.

[topinfo] 29/4/2009 20:56

There has been some sneaky activities here over the past few years.

[baronyboy] 29/4/2009 20:54

Topinfo lol and half each of the 23% of ULU would be only be fair.I need circa 25p a share to break even so anything would be better than nothing.

Hi Kiki14P that's what I keep asking - what ever did happen to Abasol, afterall it was York Pharma (and not Sadler) and I can't remember the last time I heard mention of it!!!

[topinfo] 29/4/2009 20:52

Yeah, I just want them to announce offer and re-commence trading so at least I can get some money out of this to put into something else. I hate getting tied down with something like this and its frustrating when it takes so long. However if it takes time so be it as long as they dont say the offer has fallen through and we all lose everything as that doesnt bear thinking about.

[kiki14p] 29/4/2009 20:44

Takeover by ULU is certainly better than any other option so far. Surprised Dr Chris Evans not interested in getting hold of York.

[topinfo] 29/4/2009 20:43

So what do you want to see?. Its surely better to accept something rather than nothing?

[topinfo] 29/4/2009 20:43

So what do you want to see?. Its surely better to accept something rather than nothing?

[kiki14p] 29/4/2009 20:42

Being negative as I hold 5 figures £ and hate being lied to...

[topinfo] 29/4/2009 20:42

Kiki....Are you the third shareholder still in that we know about?

[topinfo] 29/4/2009 20:38

So why are ULU in talks to buy em? It looks as though they are in final process of offer.

[kiki14p] 29/4/2009 20:28

Company has no cash... wasted it all on an acquisition that didn't happen.. nothing left but rubbish and Abasol... what ever happened to that?

[topinfo] 29/4/2009 20:26

Why not 6p?

[topinfo] 29/4/2009 20:26

Why not 6p?

[kiki14p] 29/4/2009 20:24

Be lucky to get 6p imho.

[topinfo] 29/4/2009 20:22

BaronyBoy. Yep mate it seems like we are the only two shareholders left, no need to send out circulars just ask us on here do we approve offer...well if its offer of say 6p or bust I will take the 6p.