We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for real-time alerts, custom portfolio, and market movers
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Medical Solutn | LSE:MLS | London | Ordinary Share | GB0009739649 | ORD 2P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 7.72 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
Hot Features
Premium
For further information, please contact:
Medical Solutions plc
Nick Ash
Managing Director
Tel: 0115 973 9010
www.medical-solutions.co.uk
Bishopsgate Communications Ltd
Nick Rome/Gemma O'Hara
Tel: 0207 562 3350
www.bishopsgatecommunications.com
Nomura Code Securities Ltd
Richard Potts
Tel: 0207 776 1212
www.nomuracode.com
19 February 2008
Medical Solutions plc
("Medical Solutions" or the "Company")
PROPOSED ACQUISITION OF AUTOGEN BIOCLEAR UK LIMITED
The Board of Medical Solutions plc (LSE: MLS) the provider of expert, quality
services and products to the healthcare, pharma biotech and life sciences
research sectors, announces that it has conditionally agreed to acquire the
entire issued share capital of Autogen Bioclear UK Limited ("Autogen Bioclear")
for a total consideration of up to £6 million payable in cash.
Highlights:
* Medical Solutions to pay an initial consideration of £4.0 million in cash
for Autogen Bioclear
* The acquisition includes net current assets of £2.0 million, mainly present
as cash; any shortfall against this will be adjusted £ for £ from the
initial consideration
* Further deferred consideration of £1.0 million is payable in cash on each
of the first and second annual anniversaries, totaling £2.0 million, of
which £0.5 million is subject to performance criteria
* Autogen Bioclear is cash generative and reported a profit before tax of £
0.82 million for the year ended 30 June 2007 on turnover of £2.7 million
* The Company will benefit from an expanded product offering, enhanced
customer base, cross-selling opportunities and access to products and
reagents for use in its laboratories at distributor prices
* This is the Company's second acquisition since it completed the disposal of
its Dubai operations for £16.4 million in November 2006. It will continue
to look for suitable acquisition targets, which will enable it to further
grow revenue and profit streams.
Autogen Bioclear distributes a wide range of specialist products for
applications in life sciences, diagnostic pathology and clinical research.
Products include antibodies, diagnostic assays for cancer and other genetic
testing, DNA clones and molecular diagnostics.
The acquisition is in line with Medical Solutions' strategy to grow its
healthcare and life science research businesses, by enhancing its molecular
diagnostic capability. As a result, the Company will benefit from an expanded
product offering, enhanced customer base, cross-selling opportunities and
access to products and reagents for use in its laboratories at distributor
prices.
Autogen Bioclear also brings sales expertise and marketing skills to Medical
Solutions which will enable it to further continue its expansion plans, both
organic and through acquisition. Chris and Jane Lear, the current owners and
directors of Autogen Bioclear will assume senior management roles at Medical
Solutions.
The acquisition is conditional upon the approval of Shareholders in general
meeting. The Company will be sending a circular to its shareholders shortly
giving further details of the acquisition and convening a general meeting.
Commenting on the transaction, Managing Director Nick Ash said "We are
delighted to announce the proposed acquisition of Autogen Bioclear. This is
another significant step for Medical Solutions and further enhances our
position as a leading provider of expert, quality services and products to the
healthcare, pharma biotech and life science research communities."
General Meeting Notice
The Acquisition is conditional upon the approval of Shareholders of the Company
in general meeting. A General Meeting will be convened for this purpose and
will be held at the offices of the Company, 1 Orchard Place, Nottingham
Business Park, Nottingham, NG8 6PX on a date to be announced shortly. A
circular to Shareholders containing further information and a notice of General
Meeting will be dispatched as soon as is practicable.
Background and Reasons for the Acquisition
The Group's strategy is to grow its healthcare, pharma biotech and life science
research business through organic growth from existing operations combined with
selected acquisitions to broaden the Company's portfolio of products and
services.
Medical Solutions has built its business on its histopathology expertise and is
at the forefront of cervical cancer screening in the UK, supplying liquid based
cytology ("LBC") equipment, consumables and technical support to NHS Hospital
Trusts throughout the UK.
Medical Solutions also has an established diagnostic reference laboratory
offering, with particular strengths in immunohistochemistry ("IHC") and
fluorescence in situ hybridisation ("FISH"). The combination of this and an
extensive tissue bank, and therefore access to ethical tissue supplies, is a
powerful offering for both the healthcare and pharma biotech sector,
particularly considering the accelerating interest in "targeted" therapies
which require the quantitative evaluation of relevant biomarkers as part of a
therapeutic development process.
With the acquisition of Geneservice in July 2007, Medical Solutions added
expertise in genomic contract research services, such as sequencing, genotyping
and RNA expression analysis in addition to the distribution of genomic
products. This molecular biology and genomic expertise is offered mainly to
academic and research institute customers in the life science research sector.
However, the combination of genomic and core pathology expertise also
represents a powerful service offering to pharma biotech and healthcare
customers.
Medical Solutions provides its reference laboratory and genomic contract
research services from state of the art facilities. Quality of service is
critical and the Company maintains an extremely high level of accreditation
including CPA, GLP and GCP. The Company is also licensed by the Human Tissue
Authority ("HTA").
To broaden and strengthen the Group's offering and drive for profitability
still further, Medical Solutions has been evaluating companies providing
complementary or synergistic activities. In particular, the Group has looked to
achieve critical mass in areas where there is infrastructure and resources
which can support greater levels of business activity and where significant
cross-selling opportunities exist.
Autogen Bioclear is a private company based in Calne, Wiltshire, UK and was
established in November 1990. It is managed and owned by its founder directors,
Christopher Lear and Jane Lear. Both had worked in senior management positions
in the pharma biotech sector prior to establishing Autogen Bioclear. There are
9 employees, comprising the owner-directors, sales staff, technical support,
customer services and finance.
Autogen Bioclear's primary customer base has been the academic and charitably
funded research sector. It has forged strong and long-established links with
the manufacturers whose products it distributes. Its most significant and
longest standing distribution agreement is with Santa Cruz Biotechnology, Inc.,
a leading manufacturer of antibodies and related reagents. Autogen Bioclear
also has agreements with InVivogen LLC and Innogenetics NV, amongst other
suppliers.
Autogen Bioclear has shown steady year on year turnover growth and has been
consistently profitable.
Autogen Bioclear's product range is complementary with that offered by Medical
Solutions especially in genomic based products. Moreover, Autogen Bioclear
distributes diagnostic kits, antibodies and other genomic products that Medical
Solutions employs in its reference laboratory and contract research services.
It is expected that the combination will create new cross-selling opportunities
and better utilisation of the pre-existing infrastructure. There will be
opportunities for the Group to enhance margins by utilising Autogen Bioclear
products in its service offerings.
Benefits of the Acquisition
The Acquisition will have a number of anticipated benefits for the Enlarged
Group including:
Expanded product offering and enhanced customer base
The Medical Solutions genomic reagents business is already an important
contributor to Group profitability. The products currently offered by Autogen
Bioclear are complementary and extend the Group's portfolio, providing a
comprehensive one-stop shop of products for a broad spectrum of life science
disciplines. For example, customers purchasing Medical Solutions' genomic clone
libraries would also be likely to have a requirement for Autogen Bioclear's
antibody products, for follow on studies.
There are also cross-selling opportunities to offer existing Autogen Bioclear
products and services to Medical Solutions' customers and vice versa. Medical
Solutions has a strong customer base in the healthcare sector and across the
pharma biotech sector, markets into which Autogen Bioclear currently has
limited penetration. Autogen Bioclear will also benefit from being able to
access Medical Solutions' international customer base, particularly in the life
science research sector.
Additionally, Autogen Bioclear has customers in certain academic centres and
research institutions where Medical Solutions would wish to operate. Where
there are common customers, it will be possible to offer the extended and
complementary product portfolio enhancing the efficiency of the sales activity.
Enhanced Group margins on laboratory services through the use of Autogen
Bioclear products
Medical Solutions currently provides expert tissue analysis and diagnostics
services in conjunction with IHC and FISH analysis for healthcare and pharma
biotech customers. The acquisition of Autogen Bioclear will enable the Group to
purchase the necessary laboratory reagents and diagnostic kits at distributor,
rather than end-user, prices thereby improving the margins on the related
services.
Cost benefits
Cost savings can be made in a number of areas, largely based on the relocation
of certain Autogen Bioclear operations from Wiltshire to the Group facilities
in Nottingham and Cambridge, in particular the amalgamation of the Enlarged
Group's on-line ordering and distribution infrastructure. There are also
opportunities for the consolidation of support functions and restructuring of
operational and other staff.
Sales and marketing expertise
Autogen Bioclear is a sales led organisation. The blend of skills and expertise
of Autogen Bioclear's directors and senior staff, particularly in sales and
marketing, will enhance the existing Medical Solutions team and create an
extremely knowledgeable and effective commercial and business development team.
Post Acquisition strategy
Medical Solutions and Autogen Bioclear bring together complementary skills,
expertise and product ranges, which will help Medical Solutions retain its
position as a leading provider of diagnostic laboratory and contract research
services and products.
Medical Solutions will benefit from the enhanced portfolio of life science
research products that Autogen Bioclear provides, and also benefit from the
ability to source products into its laboratories at distributor costs. At the
same time, Autogen Bioclear will gain access to the healthcare and pharma
biotech customers of Medical Solutions, as well as its international customer
base in life sciences research for certain products.
The management of Autogen Bioclear will add significantly to the depth of
experience in sourcing new products, particularly from the US and Europe, which
will be of interest to the enlarged customer base. Autogen Bioclear's
management will also be freed from administrative and routine distribution
activities allowing an increased focus on business development and sales
activity.
The status of Autogen Bioclear as a leading UK provider of life science
research products is complementary with Medical Solutions' strategy to enhance
its status as a leading provider of expert, quality services to the life
science research, healthcare and pharma biotech sectors.
Principal terms of the Sale and Purchase Agreement
Pursuant to the Sale and Purchase Agreement, which was executed and exchanged
on 18 February 2008, Medical Solutions has agreed to acquire the entire issued
share capital of Autogen Bioclear for an aggregate maximum cash consideration
of £6,000,000 (subject to an adjustment based on completion accounts and the
satisfaction of certain performance criteria) to be satisfied partly on
completion and partly by means of deferred consideration. As part of the
adjustment, the Sellers will be required to repay Medical Solutions on a £ for
£ basis the amount by which the net current assets of Autogen Bioclear, as at
completion of the Acquisition, are less than £2,000,000.
The consideration will be payable in a number of tranches, as follows: £
3,500,000 on completion and £500,000 on settlement of the completion accounts
(both amounts subject to any adjustment based on the completion accounts); £
750,000 on the first anniversary of completion and £750,000 on the second
anniversary of completion. A further £500,000 will be payable according to
performance criteria in the period after completion and subject to the Sellers
remaining as employees of the Group. If payable, the performance element will
be due in instalments of £250,000 on the first and second anniversaries of
completion.
The Sale and Purchase Agreement contains warranties and indemnities for the
benefit of Medical Solutions that are usual for a transaction of this nature.
The maximum amount of the liability of the Sellers under the Sale and Purchase
Agreement is limited to the total consideration received by the Sellers.
The Acquisition constitutes a Class 1 transaction for the purposes of the
Listing Rules of the UK Listing Authority and therefore requires and is
conditional upon the approval of the Shareholders in a general meeting. Medical
Solutions is entitled to terminate the Sale and Purchase Agreement if the
conditions contained therein are not met or waived by Medical Solutions on or
before 4 April 2008 (or such other date as the parties may agree in writing) or
if there is a material adverse change in the financial position of Autogen
Bioclear before that date.
Current trading and prospects
Medical Solutions
As stated in the Interim Report for the six months ended 30 June 2007, and
announced on 10 September 2007, trading within the Group during the first half
of 2007 improved compared with the same period in 2006. Revenue from continuing
operations for the six months ended 30 June 2007 was consistent at £3.1 million
compared with 2006 and the loss for the period from continuing operations was
reduced by £1.0 million to £0.3 million compared with 2006 (2006: loss of £1.3
million). Cash at 30 June 2007 was £14.1 million compared with £2.7 million in
2006.
Autogen Bioclear
Revenue for the year ended 30 June 2007 improved by 10 per cent to £2.7 million
(2006: £2.5 million). The profit before tax for the year ended 30 June 2007 was
£0.82 million (2006: £0.56 million).
Cash at 30 June 2007 was £2.1 million (2006: £1.5 million) and there was no
financing debt (2006: £nil). Net current assets at 30 June 2007 were £1 .9
million (2006: £1.7 million).
The Directors believe that had the Acquisition taken place on 1 July 2006, it
would have enhanced the earnings of Medical Solutions for the year ended 30
June 2007. This statement should not be interpreted to mean that the earnings
per share of Medical Solutions for the first full year after the transaction
will increase.
The Enlarged Group
Medical Solutions has strengthened the Group's presence in the life science
research sector following the acquisition of Geneservice Limited during 2007.
These activities have been successfully integrated, and the Group now offers
genomic products and services for use in a broad spectrum of life science
research applications.
With the acquisition of Autogen Bioclear, Medical Solutions will broaden its
product portfolio with complementary products including genomic reagents,
antibodies and diagnostic kits. Moreover, it will enable the Group's reference
laboratory service operations to source laboratory materials and reagents at
lower cost. In addition, it will open new markets for the Autogen Bioclear
portfolio and expand the customer base it can serve.
The acquisition of Autogen Bioclear further demonstrates the Board's commitment
to returning the business to profitability by both organic growth and
synergistic acquisitions which can deliver sustainable improvements in the
Group's performance.
The Board believes that the Enlarged Group will develop and grow in an
effective and controlled manner, delivering value to its shareholders.
Financial information on Autogen Bioclear
A summary of the trading results for Autogen Bioclear for the years ended 30
June 2006 and 2007 is set out below:
Year ended Year ended
30 June 30 June
2007 2006
£'000 £'000
Turnover 2,744 2,498
Net profit for the year before tax 823 558
Total gross assets 3,802 2,328
Net current assets 1,917 1,697
Composition of the Board
On completion of the Acquisition, Professor Karol Sikora will be commencing his
new role as Chairman of the Scientific Advisory Board of the Company. As a
consequence, he will be stepping down from the Board of Directors from his
current position of Scientific Director.
General Meeting
Completion of the Acquisition is conditional upon, inter alia, the approval by
Shareholders by way of a resolution at the General Meeting of the Shareholders
at 1 Orchard Place, Nottingham Business Park, Nottingham NG8 6PX, on a date to
be announced shortly.
-ENDS-
About Medical Solutions
Medical Solutions is a leading provider of expert, quality services and
products to the healthcare, pharma biotech and life science research sectors.
Its Healthcare operations provide screening products and reference laboratory
diagnostic testing services for cancer and other diseases and additional
predictive testing for treatment optimisation for clinicians and patients.
Pharma Biotech Services offers support for early stage therapeutic development,
offering a "one-stop shop" from tissue pathology, immunohistochemistry,
sophisticated image analysis, biomarker determination and assay development to
pharmacogenomics including genotyping and gene expression analysis. The Life
Science Research services provide core laboratory research support from
conceptualization to implementation, calling upon a wide ranging of
cutting-edge technology platforms including and an online catalogue of
biomolecular tools. This incorporates DNA sequencing, whole genome
amplification and a comprehensive library of genomic reagents and clones
including cDNA and RNAi.
The group has its headquarters in Nottingham, UK where it operates state of the
art reference laboratory facilities, with additional UK laboratory facilities
in Cambridge and Oxford. Medical Solutions is CPA, GLP and GCP accredited and
is licensed by the Human Tissue Authority.
About Autogen Bioclear
Autogen Bioclear is a private company, based in Wiltshire, UK, offering
specialist and innovative products for applications in life sciences,
diagnostic pathology and clinical research and development. Autogen Bioclear
are committed to providing products that maximise efficiencies in clinical and
research laboratories and offer its customers rapid access to high quality,
leading edge genomic products, antibodies, cell culture, diagnostic kits and
related research tools.
Autogen Bioclear distribute on behalf of a number of the world's leading
developers and manufacturers of research reagents, diagnostic and molecular
biology products in addition to supplying its own range of over 1,500
antibodies. Products include antibodies, diagnostic assays for cancer and other
genetic testing, DNA clones and molecular diagnostics.
Appendix 1
DEFINITIONS
The following definitions are used in this document, except where the context
requires otherwise:
"Acquisition" the proposed acquisition by Medical Solutions of
Autogen Bioclear UK Limited pursuant to the Sale and
Purchase Agreement
"Autogen Bioclear UK a company incorporated in England and Wales with
Limited" or "Autogen registered number 2559939
Bioclear"
"Board" or "Directors" the current board of directors of the Company
"Company" or "Medical Medical Solutions plc a company incorporated in
Solutions" England and Wales with registered number 79136
"Enlarged Group" the Group following the completion of the Acquisition
"General Meeting" the general meeting of the Company to be held at 1
Orchard Place, Nottingham Business Park, Nottingham
NG8 6PX on a date to be announced shortly
"Group" the Company and its subsidiaries at the date of this
document
"Nomura Code" Nomura Code Securities Limited
"Ordinary Shares" or ordinary shares of 2 pence each in the capital of
"Shares" Medical Solutions
"Sellers" Christopher Roy Lear and Jane Marguerite Lear
"Sale and Purchase the agreement for the sale and purchase of the entire
Agreement" issued share capital of Autogen Bioclear dated 18
February 2008 and entered into between the Sellers
and Medical Solutions
"Shareholder(s)" a holder or holders of Ordinary Shares
Appendix 2
GLOSSARY
The following terms are used in this document:
antibodies Antibodies are proteins that are found in blood or
other bodily fluids; they are used by the immune
system to identify and neutralise foreign objects,
such as bacteria and viruses. A wide range of
antibodies with a large variety of cellular targets
are available to research scientists through
distributors such as Autogen Bioclear.
biomarkers Biomarkers often refer to substances found in blood,
urine or tissue, changes in which may be used to
indicate presence of disease or response to
treatment. More generally the term biomarker refers
to any molecule that can be used to monitor a
particular cellular process.
Clinical Pathology CPA is the mechanism of accreditation for clinical
Accreditation (CPA) pathology services. It involves an external audit of
the ability of a laboratory to provide a service of
high quality by declaring a defined standard of
practice, which is confirmed by peer review.
DNA and cDNA DNA (DeoxyriboNucleic Acid) is a large, complex
molecule which, by virtue of a unique sequence of
building blocks, contains all the genetic information
required to create a cell or organism. cDNA
(complementary DNA) is a simplified version of the
original DNA, synthesised artificially using an RNA
template (see below).
fluorescence in situ In situ hybridisation ("ISH") is a powerful
hybridisation technique, not unlike immunohistochemistry (below),
for visualising the presence of specific sequences of
DNA and RNA in tissue sections. The technique uses
short synthetic sequences of DNA or RNA which will
bind to the tissue with high specificity for the DNA
or RNA of interest. Fluorescent "tags" are attached
to these synthetic sequences, allowing them to be
visualised with a special microscope, even when
present at very low levels ("FISH")
genomics Genomics is the study of an organism's entire genome,
where the genome of an organism is its whole
hereditary information and is encoded in the DNA (see
above) and RNA (see below). This includes both the
genes and the non-coding sequences of the DNA.
genomic clone libraries A clone library is a collection of clones containing
complementary DNA (cDNA) (see above) and is often
intended to represent the genes that are expressed
within a given cell or tissue type at a given period.
genomic products and In this instance, DNA or RNA extracted and purified
reagents from a reagents range of species, and provided in a
variety of forms for research purposes.
genotyping & sequencing DNA sequencing is the process of looking at the
precise order in which the building blocks of the
patient's DNA are linked together. Genotyping, in
turn, is the process whereby an individual's DNA is
tested for mutations (single changes in the building
block sequence) which might give rise to disease or
other abnormalities. This is normally carried out by
sequencing.
Good Clinical Practice GCP accreditation provides further assurance beyond
(GCP) GLP (see below) that all regulatory studies involving
human tissue are conforming to the principles of good
clinical practice. GCP and GLP compliance is
monitored by the Medicines and Healthcare products
Regulatory Agency (MHRA), a governmental agency.
Good Laboratory Practice A set of principles that provides a framework within
(GLP) which laboratory studies are planned, performed,
monitored, recorded and reported.
histopathology The study of changes in tissues and cells as a
consequence of some disease or toxic process.
immunohistochemistry Immunohistochemistry is a technique for visualising
proteins and other molecules in thin sections of
tissue. This technique uses antibodies raised in
other species against the protein of interest as a
tool, and exploits their exquisite sensitivity and
specificity for binding to that protein.
liquid based cytology Liquid-based cytology ("LBC") is a process for
collecting cytology samples from tissues such as the
cervix or the lung, which provides purer populations
of cells, without the other materials which
frequently contaminate the sample such as blood or
mucus.
RNA RNA (RiboNucleic Acid) is chemically quite similar to
DNA, but is an intermediate product between the DNA
of the gene, and the ultimate protein product of that
gene. The level of expression of a gene can be gauged
by the amount of RNA synthesised from that gene, a
process usually measured by quantitative real-time
polymerase chain reaction ("Q-PCR").
RNA expression analysis RNA expression analysis measures the activity of
genes at once generating a global picture of cellular
function. The expression analyses, or profiles, can
distinguish between cells that are actively dividing,
for example, or show how the cells react to a
particular treatment.
END
1 Year Medical Solutions Chart |
1 Month Medical Solutions Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
