ATD Bioseek

 

TIDMATD 
 
RNS Number : 6330X 
Asterand PLC 
09 December 2010 
 

 
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                                  ASTERAND PLC 
 
 
       Asterand to settle final payment for BioSeek acquisition with cash 
 
                   Asterand secures $3 million loan agreement 
 
Asterand plc (LSE: ATD), a leading provider of human tissue and human 
tissue-based services to pharmaceutical and biotechnology companies engaged in 
drug discovery research, today announces its plans to settle its final payment 
for the acquisition of BioSeek under the earn-out agreements. 
 
Following the acquisition in February 2010, the integration of BioSeek has 
proceeded well.  BioSeek's revenues have increased by more than 50%, which is in 
line with our expectations. We are further encouraged by the potential for this 
exciting technology paired with Asterand's focused distribution channels. 
 
The total purchase price for BioSeek is based on BioSeek's 2010 revenues via a 
formula communicated in the circular issued to shareholders on 3 February 2010. 
The first US $1 million of consideration was paid earlier this year. A further 
payment will be payable in 2011 depending on the level of sales growth achieved 
by BioSeek in the twelve months ended 31 December 2010. 
 
Based on BioSeek's expected revenue for the year ended 31 December 2010, the 
Directors of Asterand estimate that a further US $8 million of consideration 
will be payable in March/April 2011 to complete the acquisition. As per the 
agreement and as previously announced, the first US $3 million of such payment 
will be satisfied through the issue of 8.1 million Asterand shares (the 
"Consideration Shares") at 22 pence per share, (calculated on the average share 
price during the 30 consecutive trading day period ended 17 November 2009, 
converted into US dollars at the exchange rate for the same period (being 
22p/$0.37)). A further announcement will be made at the time of issue of the 
Consideration Shares. 
 
Asterand may settle any remaining consideration payable in any combination of 
cash and/or shares. Assuming the remaining consideration payable will be 
approximately US $5 million (subject to the actual revenue for the year to 31 
December 2010), given the current share price, the Board has decided it would be 
in Asterand's shareholders' interests to pay this amount in cash, rather than 
diluting existing shareholders. To fund a cash settlement for the remaining 
contingent acquisition payment, Asterand has secured a firm letter of commitment 
for a new US $3 million 3-year term loan from Silicon Valley Bank ("SVB").  In 
addition, the Company's existing revolving line of credit remains intact with 
availability of US $3 million (previously US $5 million). 
 
The Company currently has no long term debt outstanding. 
 
Martyn Coombs, Chief Executive Officer of Asterand commented: 
 
"We are pleased that our first acquisition has been a success. BioSeek's 
performance has met our original expectations." 
 
"We believe that electing to make the final payment for the BioSeek acquisition 
in cash is in the best interest of Asterand shareholders. Our new facility will 
allow us to meet our obligations for the acquisition without dilution to our 
shareholders or a reduction in our cash reserves. SVB has once again proven to 
be a strong, long term partner by providing us with a very attractive loan 
package in a tough banking environment." 
 
 
Contacts: 
 
Asterand plc 
Martyn Coombs, Chief Executive Officer                              Tel: + 44 
(0) 1763 211 600 / 
+ 1 (313) 263-0960 
John Stchur, Chief Financial Officer                                       As 
above 
 
Buchanan Communications 
Mark Court / Isabel PoddaTel: +44 (0) 20 7466 5000 
 
Daniel Stewart & Company plc 
Martin Lampshire 
   Tel: +44 (0) 20 7776 6550 
 
 
About ASTERAND 
 
Asterand plc is a leading supplier of high quality human tissue and tissue-based 
services. Our comprehensive approach to human tissue and research services 
offers pharmaceutical, biotech and diagnostic companies the unique opportunity 
to have one company meet all of their human biomaterial needs along the 
continuum of drug discovery and development. Our mission is to accelerate target 
discovery and compound validation and enable pharmaceutical and biotechnology 
companies to take safer and more effective drugs into the market. 
For more information, go to www.Asterand.com. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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