Acquisition of Nanoplex Technologies Inc
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Oxonica plc ('Oxonica'), a leading European nanotechnology group, today announces that it has signed an agreement to acquire US based Nanoplex Technologies Inc ('Nanoplex') for a total consideration of up to 7,538,440 fully paid ordinary shares in Oxonica ('Consideration Shares'), which is equivalent to approximately 17% of the equity of the enlarged group. Nanoplex will change its name to Oxonica Inc on completion and will become part of Oxonica's healthcare business. Completion is expected to take place before the end of January 2006.
The acquisition is expected to substantially enhance the development of Oxonica's existing biomarker detection and security technology. This will be achieved through the addition of highly complementary IP and development skills supported by funded programmes and established strategic relationships. Following the successful 2005 launch of Oxonica's commercial applications - fuel borne catalyst Envirox(TM) and UV absorber Optisol(TM), Oxonica aims to commercialise further products based on Nanoplex's technology. These products will focus on the healthcare and security markets, and should generate revenues for Oxonica in 2006. The addition of Nanoplex to the Group provides Oxonica with a presence in the key US market, which is of importance not only to Oxonica's healthcare business, but also to the other Group operations.
Nanoplex specialises in nanoparticle based detection systems for the healthcare and security markets. Headquartered in California, USA, Nanoplex has 17 employees with blue chip clients in both the healthcare and homeland security diagnostics markets. Healthcare applications include the identification of disease markers while the homeland security applications include the detection of chemical and biological agents. In the nine months to 30 September 2005, Nanoplex reported unaudited turnover of US$1.6 million, which included US$1.2 million in grants, and a loss on ordinary activities before taxation of US$0.9 million. As at 30 September 2005, Nanoplex had unaudited net assets of US$1.7 million, including US$1.1 million of net cash.
The consideration will be settled by the issue of up to 7,538,440 fully paid ordinary shares in Oxonica, which is equivalent to approximately 17% of the equity of the enlarged group. The new shares will be issued as follows: (i) such number of Oxonica shares equivalent to US$4 million at the average Oxonica share price for the 10 days immediately prior to completion and using the closing exchange rate as at completion, to be issued during the 18 months after completion contingent on the achievement of revenue milestones, (ii) 753,844 shares issued 12 months after completion subject to there being no claims under Nanoplex's representations and warranties, and (iii) the balance of the Consideration Shares to be issued on completion.
Nanoplex founder Dr Michael Natan will become President of Oxonica Inc. Dr Natan will formally report to Dr Kevin Matthews, CEO of Oxonica plc and Chairman of Oxonica Inc, and will take operational direction from David Browning, CEO of Oxonica Healthcare, who has global responsibility for Oxonica's healthcare business. On completion the Chairman of Nanoplex, Dr Gordon Ringold will join the Board of Oxonica plc as a non-executive director.
The acquisition is conditional inter alia on the admission to trading on AIM of the Consideration Shares to be issued on completion. Application will be made for admission of the Consideration Shares to trading on AIM and dealings in the Consideration Shares are expected to commence prior to the end of January 2006 when completion is expected to take place. The Consideration Shares will, upon issue, rank pari passu with the Company's existing issued ordinary shares. The Consideration Shares are subject to a lock-in restriction which expires on 19 July 2006 and an orderly market provision for 12 months thereafter.
Dr Kevin Matthews, CEO of Oxonica commented:
"Bringing Oxonica and Nanoplex together gives us a unique blend of advanced nanotechnology knowledge with applied industry know how. Following this acquisition, we will look to develop product portfolios that specifically address advanced customer needs in high-growth diagnostics markets, such as healthcare, homeland and brand security."
For further information please contact:
Oxonica plc
Kevin Matthews, Chief Executive Officer
Richard Clarke, Chief Financial Officer
Sonia Bouzid, PR & Marketing Communications Mgr
01865 856 700
Panmure Gordon & Co
Hugh Morgan
020 7459 3600
Vortex PR
Nigel Robson
01481 233080
About Oxonica plc - www.oxonica.com
Oxonica is one of the leading European nanomaterials groups with products already launched into international markets. It was spun-out from Oxford University in 1999 and currently employs 37 professional staff.
Oxonica's mission is to develop innovative commercial solutions for international markets using its expertise in the design and application of nanomaterials.
The company has three operating divisions: Oxonica Energy, Oxonica Healthcare and Oxonica Materials.
Commercialised products are:
Envirox(TM) Fuel Borne Catalyst - a fuel borne nanocatalyst for diesel engines which reduces fuel consumption with savings of 5-10% and reduces particulate emissions by up to 15%. The product has already been adopted by Stagecoach Group in the UK and is distributed by DMX Technology Corporation to petroleum companies in the Philippines for use in a premium diesel.
Optisol(TM) UV Absorber - a photostable UV absorber that provides enhanced and longer lasting protection against UVA in sun-care and anti-ageing products. Optisol(TM) also reduces the formation of free radicals produced from exposure to the sun and which are implicated in premature skin ageing. Boots Group plc is the first to incorporate Optisol(TM) in their new Soltan Facial Sun Defense Cream for 2005.
In addition, Oxonica is working to generate a range of future product applications. These include additional fuel saving additives, biomarker detection technology for the clinical and life science diagnostics markets, further UV protection applications, including tailoring the Optisol(TM) product in the cosmetics markets, and new products for plastics and coatings, transparent conducting films and security markers.
Optisol(TM) and Envirox(TM) are trademarks of Oxonica.
About Nanoplex Technologies Inc. - www.nanoplextech.com
Nanoplex is developing products for the medical diagnostics and brand security markets based on patented, optically-encoded metal nanoparticles. Founded in 2002 and based in Mountain View, CA, the company combines expertise in nanomaterials synthesis and functionalization, bioassay development, optical engineering, and software development. Nanoplex's leading technology is based on surface enhanced Raman scattering (SERS)-active nanoparticles, which can be interrogated in the near infrared, enable a large number of unique codes to be generated, are highly robust, and can be detected in exceedingly small amounts using portable or handheld instrumentation. These properties translate to significant competitive advantages for addressing both current and anticipated market needs.
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