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MEMPHASYS LIMITED. — Capital/Financing Update 2008
Nov 30, 2008
65314_rns_2008-11-30_afb86e46-ca5a-47e3-9917-075df240d65f.pdf
Capital/Financing Update
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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.
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- 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.
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- 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
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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
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Postal Address
P.O. Box 6126
Frenchs Forest NSW 2086
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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
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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:
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Gels – NuSep manufactures and sells precast gels including the innovative iGels, with a 2 year shelf life.
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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.
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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]