IXICO Announces Acquisition of Optimal Medicine and Proposed Placing to Raise £2.7m
18 November 2015: IXICO plc (AIM: IXI), the brain health company, today announces that it has entered into an Acquisition Agreement to conditionally acquire the entire issued share capital of Optimal Medicine in consideration for the issue of up to £1.5 million in Consideration Shares at an effective issue price of 49 pence per share (a 53.1 per cent. premium to the closing mid-market price of 32 pence on 17 November 2015, being the last dealing day prior to announcement of the Proposals). The Company is also proposing to raise approximately £2.7 million before expenses by way of a conditional placing at the Placing Price of 30.5p per share.
Commenting on today’s announcement, Professor Derek Hill, Chief Executive Officer of IXICO, said:
“The acquisition of Optimal Medicine helps us to accelerate our overall strategy towards IXICO becoming a leader in Digital Healthcare for Brain Health. Like IXICO, Optimal Medicine specialises in Brain Health, in particular in ADHD and behavioural health, and therefore expands our expertise into new disease areas.
“Optimal Medicine is a personalised medicine company which develops web based Digital Healthcare products that aid clinical decision making to improve patient outcomes. The addition of Optimal Medicine is in line with the Company’s stated strategy to broaden IXICO’s product offering through acquisition and gives it a foothold in the US, the biggest Digital Healthcare market globally. Optimal Medicine, which has developed clinical decision support technologies for diagnosing and treating ADHD and behavioural health for US patients, will provide IXICO with a US infrastructure, commercial and IT healthcare expertise. Optimal Medicine has also built an extensive database that is used by clinicians in the US and complements IXICO’s existing data and technology in dementia and other neurodegenerative diseases.”
“Optimal Medicine provides IXICO with an operational base in the important US market and should accelerate our growth into this key geography. This provides IXICO with the opportunity to grow our relationship with pharmaceutical companies in the data analytics, real world evidence and digital health fields. We look forward to working closely with our new colleagues.”
Summary of the Placing and Broker Option
The Company is also proposing to raise approximately £2.7 million, before expenses, by way of a conditional placing of 8,852,459 Placing Shares at the Placing Price of 30.5 pence per share with investors. The Placing Price represents a discount of 4.7 per cent. to the closing middle market price on 17 November 2015. The net proceeds of the Placing will be used for growth capital for the Enlarged Group post Admission.
The Company has also granted to Peel Hunt the Broker Option to raise up to a further £100,000 through the issue of up to 327,868 Broker Option Shares at the Placing Price in order to allow existing and other investors to participate in the Fundraising. The exercise of the Broker Option shall be at the discretion of Peel Hunt (with the agreement of the Company) and Peel Hunt is under no obligation to exercise the Broker Option.
The Placing Shares and Broker Option Shares are not being made available to the public and none of the Placing Shares nor the Broker Option Shares are being offered or sold in any jurisdiction where it would be unlawful to do so.
The Invesco Funds, Imperial Innovations and IP2IPO all intend to participate in the Placing. Since funds managed by IAML on a discretionary basis are interested in 41.81 per cent. of Imperial Innovations’ equity share capital and 25.37 per cent. of IPG’s share capital, Imperial Innovations and IPG are, by operation of the presumption contained in the City Code, presumed to be acting in concert with IAML and the Invesco Funds. Due to the relationship between IPG, IP2IPO, NETF, Theragenetics and Mark Warne, these persons are also deemed to be members of the Concert Party. The Concert Party therefore comprises IAML, Imperial Innovations, IPG and IP2IPO, NETF, Theragenetics and Mark Warne.
In the absence of a waiver from the provisions of Rule 9 of the City Code being granted by the Panel, the Concert Party would be obliged to make a general offer for the Company. The Panel has agreed, subject to Resolution 2 being passed on a poll of Independent Shareholders, to waive this obligation.
A Circular setting out further details on the proposed Placing and Broker Option, Acquisition and Rule 9 Waiver is expected to be posted to shareholders no later than 18 November 2015, with Admission expected to occur no later than 8 December 2015.
For further information, please contact:
Derek Hill, CEO
Susan Lowther, CFO
Charles Spicer, VP Corporate Development
Tel: +44 (0) 20 3763 7499
Peel Hunt LLP (Nominated Adviser and Broker)
Tel: +44 (0) 20 7418 8900
FTI Consulting Limited (Investor Relations)
Tel: +44 (0) 20 3727 1000
IXICO, the brain health company, uses its innovative and proprietary digital health technologies to help those involved in researching and treating serious diseases to make rapid, informed decisions targeted at improving patient outcomes. IXICO has significant experience working with global pharmaceutical and biotechnology companies supporting clinical studies in the field of neuro-degenerative disorders including Alzheimer’s disease, Huntington’s disease, other causes of dementia and Multiple Sclerosis.
More information is available on www.ixico.com.