Business
Acquisition and placing
Acquisition and placing.
About this update from Cambridge Nutritional Sciences Plc
[{"type":"text","content":"\n Omega Diagnostics Group PLC\n06 August 2007\n\n\nFor release\n6 August 2007\n Omega Diagnostics\n\n PROPOSALS FOR THE ACQUISITION OF\n GENESIS DIAGNOSTICS LIMITED\n AND\n CAMBRIDGE NUTRITIONAL SCIENCES LIMITED,\n PLACING OF 7,333,333 NEW ORDINARY SHARES OF 4p EACH AT 30p PER SHARE,\n SHARE CONSOLIDATION,\n CAPITAL REORGANISATION\n AND\n NOTICE OF EXTRAORDINARY GENERAL MEETING\n\n\nOmega, a medical diagnostic company that produces and sells a wide range of\nin-vitro diagnostic test kits, is pleased to announce that it has conditionally\nagreed to acquire the entire issued share capital of Genesis Diagnostics Limited\nand Cambridge Nutritional Sciences Limited (together 'Genesis-CNS'). The\nAcquisition of Genesis-CNS constitutes a reverse take-over under Rule 14 of the\nAIM Rules.\n\nGenesis-CNS is a growing, profitable, cash-generative business serving the\nclinical diagnostics market. Genesis-CNS supplies test kits to hospital\nlaboratories in the UK and overseas, via a network of distributors, in 27\ncountries. Genesis-CNS produces 80 different test kits, plus a line of 24\nquality control products, mainly in the areas of autoimmune diseases and food\nintolerance as well as providing testing services for food intolerance and some\ndiseases.\n\nThe consideration for the Acquisition is to be satisfied as to £3.2 million\npayable in cash on Completion; the issue of Consideration Shares at the Placing\nPrice not to exceed the lesser of £1.4 million or 29.99 per cent. of the\nEnlarged Issued Share Capital; an amount in cash equal to the difference between\nthe value of the Consideration Shares at the Placing Price and £1.4 million to\nbe payable one year after completion; deferred consideration payable in cash in\naccordance with the Earn Out Calculation; and the issue of a loan note in\nrespect of £1.1 million.\n\nThe Company also announces that it has raised, conditional on Admission, £2.2\nmillion by means of a placing of 7,333,333 New Ordinary Shares at 30p (0.75p\nbefore reorganisation and consolidation) per Placing Share by Teather &\nGreenwood in order to provide funds for the Acquisition. A further £1.2 million\nof funding for the Acquisition will be provided by a loan from Bank of Scotland.\n\nThe Company is also proposing to undertake a Share Consolidation and Capital\nReorganisation, further details of which ...