Issued on behalf of Premaitha Health plc
Manchester, UK: Wednesday, 21 December 2016
Premaitha Health PLC
(“Premaitha” or “the Company”)
Conditional Acquisition of Yourgene Bioscience and Posting of Circular
Manchester, UK – 21 December 2016: Premaitha Health PLC (AIM: NIPT), developer of a leading CEmarked non-invasive prenatal screening system (“NIPT”), announces the conditional acquisition of Yourgene Bioscience Co., Ltd (“Yourgene”) (the”Acquisition”), a significant NIPT provider in Asia and the posting shortly of a circular convening a General Meeting in relation to the Acquisition and a proposed share sub-division.
- Acquisition of Yourgene - a significant NIPT provider in Asia (based in Taiwan)
- Expanded market access in Asia
- Cross-selling opportunities
- Expanded content both within and beyond NIPT
- Combined strategic drive into China
- Litigation de-risked due to non-registration of Illumina controlled patents within Taiwan
- General Meeting in relation to the Acquisition and a proposed share sub-division
Conditional acquisition of Yourgene
Premaitha is pleased to announce the conditional acquisition of the entire issued share capital of Yourgene. The consideration for the Acquisition is the issue of 76,054,570 new ordinary shares in the Company (the “Acquisition Shares”) at a price of 9 pence per share (being the mid-market closing price of the shares on 20 December 2016, the last practicable date prior to announcement of the Acquisition), and cash consideration of US$500,000, to be funded out of Yourgene’s existing cash reserves. The Acquisition Shares will represent approximately 25% of the issued ordinary share capital of the Company as enlarged by the Acquisition Shares.
Yourgene is a significant Asian NIPT bioinformatics specialist based in Taiwan. It has a commercial hub in Singapore and annual sales of circa £2.0 million generated from across South East Asia and India, and is broadly break-even at these trading levels.
A circular (the “Circular”) will shortly be posted to Premaitha shareholders seeking approval of the Acquisition, authority for the Directors to issue the Acquisition Shares and approval of the share subdivision.
The Acquisition will become unconditional following the passing of the resolutions to be proposed at the General Meeting, the London Stock Exchange agreeing to admit (subject only to their allotment) the Acquisition Shares to trading on AIM and the granting of the regulatory approval of the Acquisition required by Taiwanese law. This is expected to occur by no later than 31 January 2017.
Background on Yourgene and strategic rationale
Yourgene was established in 2009 by Dr Bill Chang, its CEO. It employs approximately 25 people and has NIPT customers in Taiwan, India, Thailand, Indonesia and Malaysia which operate on the same Thermo Fisher next-generation sequencing platform as Premaitha’s IONA® test. Yourgene also provides research services and is a contracted participant in the Taiwan Biobank Project.
The Acquisition brings significant benefits through expanded market access in Asia, the world’s fastest growing NIPT market, and opportunities for cross-selling. In addition, the combination enables joint development of expanded NIPT test content as well as further content beyond NIPT, such as preimplantation genetic screening. The combination also offers the potential to reduce intellectual property risks through geographic diversification and product enhancements.
Furthermore, the combination with Yourgene creates a platform for a strategic drive into mainland China where there are approximately 17 million births per annum and a strategy to decentralise NIPT testing over the coming years as part of the Chinese government’s healthcare reform plans.
Intellectual property position strengthened
Yourgene has a NIPT patent granted in Taiwan, a territory where there is no registration of patents equivalent to those being used by Illumina in European litigation. Yourgene has also filed applications for this patent in China, the USA and at the European Patent Office. The combination of Premaitha and Yourgene offers the potential to further reduce intellectual property risks through geographic diversification and product enhancements which more clearly accentuate Premaitha’s noninfringement claims.
Proposed Board appointments
On completion of the Acquisition, Dr Bill Chang and Alan Chang (both directors of Yourgene) will be appointed to the Board of Premaitha as Chief Scientific Officer and Non-executive Director respectively.
Dr Bill Chang has a PhD in bioinformatics from the University of Melbourne and developed Yourgene’s NIPT algorithm (patent granted to Yourgene in Taiwan).
Alan Chang, Yourgene’s in-house legal counsel, has significant commercial and intellectual property experience, has an MSc in the Management of Intellectual Property from the University of London and was Senior Counsel at Hon Hai Group from 2004 to 2009, leading a team of 75 professionals, including 12 lawyers and 63 patent agents and intellectual property engineers.
Dr Bill Chang and Alan Chang own 59.5% and 5.0% of Yourgene respectively and will therefore own 14.9% and 1.3% respectively of the ordinary shares in Premaitha upon completion of the Acquisition.
Dr Bill Chang and Alan Chang, together with the other four shareholders of Yourgene, are deemed to be a concert party and have entered into a relationship agreement with lock-in and orderly market provisions for the next two years.
Proposed share sub-division
The Board will also seek shareholder approval to reorganise the Company's share capital as the market price of its existing ordinary shares is below their par value of 10p per share. This situation prevents the Board issuing new ordinary shares (including the Acquisition Shares) as English company law prohibits a company from issuing a share at a price that is less than its par value. The Company is therefore proposing to divide each existing ordinary share of 10p into one ordinary share of 0.1p and one deferred share of 9.9p.
Full details of the proposed share sub-division can be found in the Circular which will be made available shortly on the Company’s website at www.premaitha.com.
Posting of Circular
A General Meeting of the Company will be convened so that Premaitha shareholders can approve the Acquisition, the allotment of the Acquisition Shares to the Yourgene shareholders and the share subdivision. The Circular, which will contain a notice convening the General Meeting, will shortly be posted to shareholders and will be available on the Company's website at www.premaitha.com. The General Meeting will be held at 3.00 p.m. on 10 January 2017 at Greenheys Building, Manchester Science Park, Manchester, M15 6JJ.
Dr Stephen Little, CEO of Premaitha Health, commented:
“We are extremely excited about the transaction with Yourgene and their like-minded management team who have demonstrated their commitment to the enlarged group through a significant shareholding. They have successfully established a highly complementary business in South East Asia and we look forward to working together to build a truly global force in this emerging sector. The Board believes that Asia Pacific will be a key region for driving sales growth, and Yourgene is an important enabler for the newly enlarged Premaitha group.”
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
For more information, please contact:
Premaitha Health plc
Dr Stephen Little, Chief Executive Office
Joanne Cross, Head of Marketing
Tel: +44 (0) 161 667 6865
Cairn Financial Advisers LLP (Nomad)
Tel: +44 (0) 20 7148 7900
finnCap (Joint Broker)
Adrian Hargrave / Scott Mathieson (Corporate Finance)
Tony Quirke (Corporate Broking)
Tel: +44 (0) 20 7220 0500
Ben Simons / Fiona Henson / Antonia Pollock
Tel: +44 (0) 20 7830 9700
Premaitha is a molecular diagnostics company which uses the latest advances in DNA analysis technology to develop safer, faster and regulatory approved non-invasive screening tests for pregnant women.
Premaitha’s lead test – the IONA® test – was launched in February 2015 and is the leading CE marked complete system which estimates the risk of a fetus being affected with Down’s syndrome or other genetic conditions. The IONA® test is performed on the mother’s blood sample - which contains traces of fetal DNA - and then analysed using next generation DNA sequencing technology from ThermoFisher Scientific.
Unlike existing prenatal screening methods, due to its high level of accuracy, the IONA® test can significantly reduce the number of women subjected to unnecessary stressful and invasive follow up diagnostic procedures which are costly, resource intensive and carry a risk of miscarriage. Non-invasive prenatal screening is an emerging, multi-billion dollar global market and Premaitha’s complete CE Marked system enables laboratories and health care practitioners to offer an approved, non-invasive prenatal screening system in-house.
Premaitha is based in Manchester Science Park, United Kingdom and its shares trade on the AIM market of the London Stock Exchange (AIM: NIPT). For further information please visit www.premaitha.com. Follow us on twitter @PremaithaHealth.