Acquisition and Placing

RNS Number:2413T
Cytomyx Holdings PLC
15 December 2003

                   Acquisition of Clinomics Biosciences, Inc.

                        Placing to raise #1.915 million



Cytomyx Holdings Plc ("Cytomyx" or "Company") is pleased to announce that it has
conditionally agreed to acquire the entire issued ordinary share capital of
Clinomics Biosciences, Inc ("Clinomics"). The Company also intends to
consolidate its share capital on the basis of one ordinary share of 2.5p ("New
Ordinary Share") for every 25 existing ordinary shares of 0.1p 
("Ordinary Shares") and has agreed to place 6,128,000 New Ordinary Shares with 
institutional and other investors at 31.25p per share (equivalent to 1.25p per 
Ordinary Share) to raise #1,915,000 (before expenses).



The initial consideration for Clinomics will be satisfied by the issue of
7,615,165 New Ordinary Shares.  Deferred consideration of up to 384,835 New
Ordinary Shares will be issued in February 2004, following agreement of
completion accounts.  Further deferred consideration, up to a maximum value of
$1million, will be paid in May 2005, satisfied by the issue of New Ordinary
Shares at 31.25p per share, equivalent to the increase in Clinomics' turnover in
the year to 31 March 2005 when compared to turnover in the year to 31 December
2003, adjusted downwards to reflect any loss made by Clinomics in the year to 31
March 2005.



Clinomics was founded to capitalise upon the opportunity to link recently
acquired knowledge about genes and proteins to their relevance in human disease
through the use of human tissue. Central to being able to achieve this has been
the creation by Clinomics of a large (>200,000) collection of highly
characterised human tissue samples, described as its Biorepository.  These
samples span a wide range of common diseases, including many forms and stages of
cancer, neurological disorders and heart disease.



Clinomics enables its clients in the pharmaceutical industry to access the
information contained within these samples by providing Contract Research
Services and increasingly through the sale of research products developed using
the Biorepository. It has also pioneered the development of an emerging new
technology known as Tissue Microarrays, an area in which it currently has three
granted US patents. These enable researchers to simultaneously study hundreds of
individual tissue samples in parallel to establish the relative levels of
protein expression in those samples and thereby draw conclusions as to the
relevance of these proteins to disease.



There are significant similarities between Clinomics and Cytomyx including
customer profiles albeit in different geographical territories and highly
complementary technological capabilities.



In the year ended 31 December 2002 Clinomics reported a profit before taxation
of $111,000 on revenue of $2.37 million and had net liabilities of $76,661.



Alan Seeley, a non-executive director of the Company, is a shareholder in
Clinomics and as such has not participated in the deliberations on the
acquisition of Clinomics and is neither recommending nor voting on the
resolutions to be proposed at the extraordinary general meeting of the Company
to be held on 12 January 2004 ("EGM").



The directors of Cytomyx, other than Alan Seeley, who have been so advised by
Corporate Synergy Plc, consider that the terms of the Acquisition are fair and
reasonable and in the best interests of the Company and its shareholders as a
whole.



Cytomyx intends to appoint Stephen Turner, 58, co-founder and Chief Executive
Officer of Clinomics, as a non-executive director of the Company.  Mr Turner has
over 25 years experience in the formation, development and management of Life
Science businesses. Prior to co-founding Clinomics he founded several other
successful businesses and has completed numerous public financings to fund them.
Mr. Turner will be responsible for overseeing the US operations and for
developing further corporate activity in the USA.



Other than Clinomics Mr Turner is a director of Protea Biosciences, Inc. and
was, until September 2001, a director of Quorum Sciences, Inc.  Mr Turner was
also, until September 1998, a director of Oncor, Inc, which was placed into
liquidation in February 1999.



Save as disclosed above there is no further information relating to Mr Turner
required to be disclosed under Schedule 2(f) of the AIM Rules for Companies.



Cytomyx has today posted a circular to shareholders setting out details of the
proposed acquisition and placing and convening the EGM.  Assuming that the
resolutions to be proposed at the EGM are passed, the New Ordinary Shares will
be admitted to trading on AIM with effect from 13 January 2004.



Commenting on the proposed acquisition, Cytomyx's Chief Executive Mike Kerins
said "This is an important strategic acquisition for the Group. We have been
working closely with Clinomics throughout the past year and see a great
opportunity to create value by combining it with our existing Group companies.



Clinomics is a pioneering business that has built a hugely valuable resource,
which has already demonstrated its value to major pharmaceutical companies. The
drug discovery industry now needs to be able to link information created through
years of investment in genomic technologies, to the role these genes play in
disease.  The best way to achieve this is through access to a large collection
of highly characterised human clinical samples such as that which Clinomics has
built.



We will also benefit greatly from the access that Clinomics can provide to the
US life science market for our existing product lines. We have been building a
portfolio of drug discovery related products over the past two years and our
link with Clinomics will enable us to access the key market for these directly.
We plan to build a US based sales force both for Clinomics' existing products
and for our own new product lines".



Mr. Turner said "We are extremely pleased to achieve this agreement with
Cytomyx, a rapidly-growing business strategically located in the UK.  With
operations in the US and Europe, our combined company is well-positioned to
develop a leading global Life Sciences franchise."









Further Information


Mike Kerins              Robert Naylor                  William Vandyk
Cytomyx Holdings Plc     Teather & Greenwood Limited    Corporate Synergy Plc
01223 508191             020 7426 9000                  020 7626 2244














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