For immediate release
20 June 2006
BioProgress to acquire Segix Farma S.R.L.
Cambridge, UK, 20 June 2006 - The Board of BioProgress plc ("BioProgress" or
the "Company") (AIM: BPRG; NASDAQ: BPRG), the speciality pharma and healthcare
company, announces today that it has entered into an agreement to acquire the
entire issued and to be issued share capital of Segix Farma S.R.L. ("Segix"),
an Italian speciality pharma company based near Rome. The acquisition will be
made through a newly-formed subsidiary of Dexo BioPharm Limited, the Company's
pharmaceutical division.
Completion is conditional on obtaining certain waivers and consents, and is
anticipated to occur on 4 July 2006. The consideration, for the acquisition, of
up to €1,950,000, will be satisfied in cash and equity in BioProgress. The cash
element, to be paid on completion, comprises a payment of €700,000, subject to
an adjustment to reflect the stock and net cash of Segix on completion. The
equity element comprises up to €1,250,000 in sterling denominated ordinary
shares, contingent upon certain events occurring, including the extension or
renewal of various product distribution agreements. The shares to be issued
will be subject to lock-in periods of up to eighteen months.
Segix is a private company and specialises in the distribution and marketing of
established products in the anti-infective, gastrointestinal and oncology
therapeutic areas. Segix works with strategic partners and agents, achieving
sales coverage for the majority of Italy. Its portfolio currently includes the
brands CeporexTM, TamoxifenTM, GabbroralTM, AcyvirTM, CuroximTM, EusaprimTM and
LefcarTM. Luigi Baldassarri, Segix's current general manager, will remain as
interim general manager pending the appointment of a replacement.
For the year ended 31 December 2005 Segix generated revenues of €2.6 million
and profit of €0.2 million. As at 31 December 2005 Segix had net assets of €1.7
million.
Richard Trevillion, Chief Executive Officer of BioProgress, said "This
acquisition is a continuation of our strategy to dynamically grow the Company's
sales and marketing capability. Segix gives us access to a further European
market with a solid revenue base, and acts as a platform for the launch of our
products and developments within our patient supportive care strategy."
For further information, contact:
BioProgress plc +44(0)1223 394250
Richard Trevillion, Chief Executive Officer
Northbank Communications +44(0)20 7886 8150
Gemma Bradley +44(0)7899 891 256
Justine Lamond
Sue Charles
About BioProgress:
BioProgress plc is an innovative specialty pharmaceutical and healthcare
business based around its platform technologies in polymer and film systems.
Listed on London's AIM in May 2003 and on US NASDAQ in October 2004, the
company has over 80 patents granted or in application within 24 patent families
and has product development agreements and strategic alliances with several
global companies. As a virtually integrated business, BioProgress has acquired
sales and marketing resources within Europe and the US as a launch mechanism
for its own pharmaceutical products. The business continues to develop
innovative delivery mechanisms using its XGEL™ polymer technology, replacing
the need to use animal-derived gelatine in pharmaceutical and healthcare
products. For further information please go to www.bioprogress.com
Forward-Looking Information.
The Ordinary Shares of BioProgress plc are registered under the US Securities
and Exchange Act of 1934. To the extent that this announcement contains certain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, this paragraph applies. These statements are
based on management's current expectations and are subject to uncertainty and
changes in circumstances. Actual results may vary materially from the
expectations contained in the forward-looking statements. The forward-looking
statements in this release include statements addressing future financial and
operating results and the timing and benefits of the reorganisation. Detailed
information about factors pertinent to the business of the company that could
cause actual results to differ is set forth in the Company's filings with the
Securities and Exchange Commission. The Company is under no obligation to (and
expressly disclaim any such obligation to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.
This announcement is for information only and does not constitute an offer or
invitation to acquire or dispose of any securities or investment advice. The
distribution of the announcement and/or issue of securities in certain
jurisdictions may be restricted by law. Persons into whose possession this
announcement comes are required to inform themselves about and to observe such
restrictions.
END
© 2006 PR Newswire
