Business
Proposed Acquisition and Placing
Proposed Acquisition and Placing.
About this update from Ekf Diagnostics Holdings Plc
[{"type":"text","content":"\n \nRNS Number : 0562H EKF Diagnostics Holdings PLC 23 May 2011 \n \n\nEKF Diagnostics Holdings Plc\n(\"EKF\", the \"Group\" or the \"Company\")\n \nProposed Acquisition of the entire issued share capital of Stanbio Laboratory L.P.\nPlacing to raise £13 million at 20p per share\n \nEKF Diagnostics Holdings plc (AIM: EKF), the AIM listed point-of-care diagnostics business, announces:\n \n· An agreement to acquire the entire issued share capital of Stanbio Laboratory L.P. (\"Stanbio\") for a total consideration of US$25.5 million of which US$14 million is payable in cash on Completion and US$5.5 million is to be satisfied by the issue of 16,189,675 new Ordinary Shares; a further US$2 million in cash will be payable if the EBITDA of Stanbio exceeds defined targets in each of the years ending 31 December 2011 and 2012 and a further US$4 million in cash will be payable if the sales of the Enlarged Group exceed US$50 million in any calendar year before 31 December 2015; and\n \n· A Placing by Matrix and Zeus Capital to raise £13 million by means of the issue of 65,000,000 new Ordinary Shares at 20p per share to fund the acquisition and future working capital. The Placing Price represents a 2.44 per cent. discount to the closing middle market share price on 20 May 2011. The Placing Shares will represent approximately 26.0 per cent. of the Enlarged Issued Share Capital.\n \nIn addition, the Company has also today announced:\n \n· it has entered into a conditional distribution agreement with Alere Inc (\"Alere\"), a global diagnostics company, under which Alere has been appointed the exclusive distributor of EKF's CLIA waived Hemo_Control device and cuvettes in the US, Canada and United Kingdom. The agreement is contingent on the acquisition of Stanbio becoming unconditional in all respects; and\n \n· the preliminary results for the Company for the year ended 31 December 2010.\n \nThe Acquisition of Stanbio constitutes a substantial transaction in accordance with AIM Rule 12 and is also conditional upon shareholders' approval, thus requiring the publication of a Circular. A general meeting of the Company will be held on 15 June 2011 to consider the Resolutions.\n \nCommenting, Julian Bai...