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SnowWorld N.V. — M&A Activity 2007
Sep 26, 2007
3886_iss_2007-09-26_90ac9d2e-e331-400a-aec5-cba99b0ed22c.pdf
M&A Activity
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P R E S S R E L E A S E
Fornix Sells its Trade Division to Mosadex
Lelystad, 26 September 2007
In its press release dated 11 September 2007, Fornix BioSciences N.V. ("Fornix") announced that it had started negotiations and signed a letter of intent with Mosadex C.V. ("Mosadex") with respect to the sale of the division Dr. Fisher Farma B.V. ("Fisher"). These negotiations resulted last night (Tuesday 25 September 2007) in a definitive agreement for the sale, purchase and transfer of all outstanding shares in the capital of Fisher. This agreement has been approved by Fornix' Supervisory Board.
The anticipated proceeds from this transaction for Fornix amount to EUR 11.4 million. The purchase price agreed between Fornix and Mosadex consists of a fixed compensation for goodwill of over EUR 2.4 million increased with a full compensation for the aggregate capital employed (i.e., fixed assets plus working capital) of Fisher as at 1 October 2007, being the effective acquisition date of the transaction. Parties estimate that the aggregate capital employed of Fisher as at the effective date amounts to at least EUR 9.0 million.
The purchase agreement contains terms and conditions as are customary for this type of transactions, including warranties and indemnities. The purchase agreement is further subject to the following conditions precedent:
- (1) the approval of the general meeting of members (Algemene Ledenvergadering) of Coöperatieve Mosadex U.A., who has meanwhile informed us that the general meeting of members has given its approval to the transaction last night;
- (2) the approval of the Extraordinary General Meeting of Shareholders of Fornix (the "EGM"); and
- (3) the approval of the Dutch Competition Authority (Nederlandse Mededingingsautoriteit).
Fornix expects in the course of next week to convene the EGM, which is scheduled for the second half of October 2007. For the EGM, Fornix shall issue a shareholders' circular containing an explanation of all facts and circumstances relevant for the purposes of granting the approval. A notification with the Dutch Competition Authority shall be done as soon as possible. Fornix and Mosadex expect to ultimately close the transaction before the end of this year.
Fisher specialises in purchasing, import, marketing, export, sale and distribution of a wide range of only patented drugs within the European Union. With a turnover of EUR 29.7 million Fisher's contribution to the aggregate turnover of Fornix for the first half of 2007 is over 60% (2006H01: EUR 30.3 million, being 64%, FY2006: EUR 61.2 million, being 63%). Fisher's contribution to the aggregate EBIT of Fornix amounted to EUR 0.2 million (3%) for the first half of 2007 (2006H01: EUR 0.5 million; 6%). For the FY 2006, Fisher's EBIT amounted to EUR 0.8 million, being 5% of the aggregate. Turnover and margins of Fisher remain under pressure due to the heavy competition.
As part of the transaction, the parties have agreed that Fornix will, for a limited period of time, continue to provide services (in the area of finance, IT, HR and pharmaceutical clearance of products) to Fisher against a compensation of actual costs. In addition, Fornix shall continue to rent office space for a period of at least one year in the premises in Lelystad owned by Fisher.
For Further information: Fornix BioSciences N.V.
C.L. Bergman CEO Tel. +31(0)320 26 77 99 http://www.fornix.nl
END OF PRESS RELEASE
Profile of Fornix BioSciences N.V.
Fornix BioSciences N.V. is a listed company (Euronext Amsterdam: AFORBI) which focuses on the development and sale of diagnostic and therapeutic allergen products, the distribution of medical aids and medical and nursing consumables and the distribution of patented drugs within the EU. Fornix BioSciences has facilities in Lelystad and Beuningen in the Netherlands and Hamburg in Germany. The company currently employs 200 people and has large customer base in the Netherlands and thirteen other European countries.
The activities are carried on by three divisions, which in turn are made up of operating companies.
The Allergy Division, the most profitable division, consists of Artu Biologicals Europe and, since 1 June 2007, Artu Biologicals Deutschland. It specialises in the development, production and sale of a broad range of patient-friendly immunotherapeutic products under several brand names, including Oralgen® and Igevac®, used to treat allergies caused by agents such as grass and tree pollen and house-dust mites. The development of these products is supported by high-quality R&D and pan-European clinical studies of effectivity.
The Medical Aids Division, consisting of Laprolan/ComforMed in Beuningen, specialises in the marketing, sale and distribution of an extensive range of medical aids and medical and nursing consumables.
The Trading Division, consisting of Dr. Fisher Farma, specialises in purchasing, import, marketing, export, sale and distribution of a wide range of patented drugs to pharmacists and pharmaceutical wholesalers in the Netherlands and thirteen other EU countries.