Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

MEMPHASYS LIMITED. Capital/Financing Update 2008

Nov 30, 2008

65314_rns_2008-11-30_afb86e46-ca5a-47e3-9917-075df240d65f.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [173 x 57] intentionally omitted <==

FOR IMMEDIATE RELEASE

NuSep Signs Binding Agreement to Acquire NxGen for $20.7m with Performance Payment of $4.3m Upon Achievement of $2.1m Profit

SYDNEY, AUSTRALIA – 1[st] December, 2008 – NuSep (ASX: NSP) wishes to advise the market that it has now signed a definitive binding agreement to acquire the NxGen business. This agreement is now only subject to completion of due diligence and final approval by NuSep shareholders at a meeting to be called in January 2009.

Final Terms of the deal

The final terms of this deal are:

Initial Purchase Price is $20.7m with a balance of $4.3m payable upon achievement of a $2.1m annual profit.

==> picture [15 x 11] intentionally omitted <==

  • NuSep will issue NxGen shareholders with 55% of the expanded capital of NuSep NuSep will offer existing and potential shareholders a further 17.5% of the expanded capital under a prospectus.

==> picture [15 x 11] intentionally omitted <==

==> picture [15 x 11] intentionally omitted <==

  • Should NxGen achieve a profit of $2.1m before 30 June 2010 the shareholders of NxGen will be paid an additional 15% of NuSep in shares.

Graphic Representation of this Acquisition

==> picture [452 x 211] intentionally omitted <==

----- Start of picture text -----

55% of NuSe ’s ex
p panded capital
NuSep
17.5% in cash
Prospectus Offer
100%
NxGen Shareholders
Ownership
15% Future Performance
NxGen Payment on achievement of a
$2.1m Profit
----- End of picture text -----

==> picture [86 x 31] intentionally omitted <==

----- Start of picture text -----

Postal Address
P.O. Box 6126
Frenchs Forest NSW 2086
----- End of picture text -----

Contact Details Email [email protected] Telephone +61 2 8977 9000 Web www.nusep.com Facsimile +61 2 8977 9099 ABN 33 120 047 556

NuSep Ltd 22 Rodborough Rd Frenchs Forest NSW 2086

– 2 –

Acquisition Timing

Prospectus Timing

NuSep is preparing a prospectus which will among other items incorporate an independent valuation of the NxGen business. It is expected that this prospectus will be forwarded to all shareholders and potential investors by mid December.

Shareholder meeting

NuSep expects to hold a shareholder meeting to approve the acquisition of the NxGen business in mid January 2009.

Completion of NxGen Acquisition

It is anticipated that the completion of the NxGen acquisition will occur directly after the shareholder meeting in mid January 2009.

About NuSep

NuSep (ASX: NSP) is a publicly listed life sciences company that sells products into the global bioseparations market. The company has offices in both Sydney, Australia and Atlanta, USA.

With a 30 year heritage in biological separations, NuSep has forged a world class reputation for its innovative yet simple biological separation techniques including the world’s first IVF sperm separation device. In short NuSep has redefined the BioSeparations market through innovation and simplification.

NuSep’s world renowned research team has developed an extensive portfolio of patented products. In all, NuSep currently manufactures, distributes and sells 55 products to customers in the USA, Europe, Asia and Australia.

NuSep Products:

==> picture [13 x 10] intentionally omitted <==

==> picture [13 x 10] intentionally omitted <==

==> picture [13 x 10] intentionally omitted <==

  • Gels – NuSep manufactures and sells precast gels including the innovative iGels, with a 2 year shelf life.

  • Separation Instruments – NuSep has developed two unique biological separation instruments. The first instrument released in February 2008 can separate biological samples into 8 fractions for use in the proteomic market. The second instrument separates sperm for fertility treatments such as IVF and is presently undergoing clinical trials.

  • Biological Products – NuSep supplies research grade biological products manufactured using its unique separation technologies. These products include human IgG and Albumin.

For more information about NuSep please visit the company’s website www.NuSep.com Contact:

Prakash Patel Chief Financial Officer & Company Secretary +61 2 8977 9000 [email protected]