Date: Dec 09, 2009 Source: (
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SYDNEY, AUSTRALIA -- 9
th
December 2009
--
The Board of Directors of
NuSep
(ASX: NSP)
wishes to advise the market that
it has signed a Letter of Intent
to purchase the US based mass spectrom
etry software development company
BioInquire, LLC (www.bioinquire.com). BioInqui
re is a profitable company projecting a
US$1.2m profit for the 2010
calendar year with increasi
ng profits in the subsequent
years.
Outlined below are the basic terms
of the acquisition, a revised profit forecast for NuSep
and details of the completed placement at
30c. The company will provide additional
information on these events over the next few days.
Acquisition of BioInquire
BioInquire, LLC is a privately-held bioinformatics software company based in Athens,
Georgia in the US engaged in the developm
ent and commercialization of software
solutions for analyzing data generated from ma
ss spectrometric analyses. BioInquire's
ProteoIQ
™ software is a cross platform package
which effectively provides customers
with a ‘Google' for proteins.
To date, BioInquire has also been awarded over US$1m in
grant funding from the US National
Institutes of Health and pr
ivate sources, including the
Georgia Research Alliance over the next two years.
Rationale for the Acquisition
The
ProteoIQ
software helps NuSep's customers i
dentify the proteins separated using
their ProteomeSep MF10 instrum
ents. Thus the software is complimentary to the
ProteomeSep and will fuel further sales of this
instrument. Importantly, this acquisition
will increase NuSep's 30 June 2010 earnings by 2c per share.
The combination of BioInquire's
ProteoIQ
software will enable NuSep to provide a
complete solution for NuSep's Mass Spec
trometry customers. By marketing
these two products together, NuSep will incr
ease and accelerate the sales of the
ProteomeSep MF10 into the Ma
ss Spectrometry prefractionation market, valued
at US$60m.
The expanded sales of the combined group
will allow NuSep to increase its sales
force and will also lead to higher direct gel sales as the NuSep brand is further
developed in the BioSeparations market.
The increase in the sales force will
-- 2 --
mean greater coverage
of the US market including sales specialists covering the
East, Central and West US.
In addition, BioInquire software technici
ans will also be able to develop clinical
software for NuSep's SpermSep IVF instrument.
This acquisition will also generate a number
of cost savings as the combined
group will operate out of one fa
cility and the sales force will have more products
to sell to each customer and co
ver a greater geographical area.
BioInquire is a profitable company and
this acquisition will be earnings per share
positive from the date of acquisition. Ba
sed on the projected
profit of US$1.2m
for the 2010 calendar year, this ac
quisition will contribute approximately
US$500,000 to NuSep's profit for the fi
nancial year ended 30 June 2010. This
will contribute an additional 2c
of profit before ta
x per share on NuSep's
expanded capital of 24m shares.
Terms of the Deal
NuSep will acquire 100% of BioInquire assets.
NuSep will pay BioInquire
3 times its Net Profit before tax
for the year
ended 31 December 2010 based on the following
PERFORMANCE
based
formula:
a) An initial payment of US$1.5m
will be paid upon obtaining Share
holder approval. This shareholder
meeting is expected to occur
early in 2010.
b) A further US$1m will be paid on rece
ipt of the audited results for the
period up to 31 December 2010. Th
is payment will only be paid if
BioInquire achieves agreed milestones.
c) On 31 December 2010 NuSep will i
ssue BioInquire shareholders a
total of US$500,000 in NuSep stock.
d) A final cash payment will
be made on 30 June 2011and will be the
difference between 3 times the 2010
calendar year results and the
payments made in a) to c) above.
The BioInquire shareholders can
elect to take this final payment in
all cash or up to 50% of it in
shares.
"We are delighted with t
he BioInquire acquisition because their products will
accelerate the adoption of the Proteom
eSep MF10 and the acquisition will provide an
additional 2c per share profit
this financial year. I expect that the solutions provided
by combining our two technologies will furt
her boost sales and prof
its of the merged
group, "said Mr John Manusu, Ex
ecutive Chairman of NuSep.
-- 3 --
"We are looking forward to the synergies br
ought about by joining the sales forces of
the two companies. We strongly believe
that sales for t
he ProteomeSep MF10 will
be boosted by providing a complete soluti
on to our Mass Spectrometry customers,"
added Dr Hari Nair, Managing Director and CEO of NuSep
"This acquisition will enable BioInquire to gr
ow very quickly and introduce innovative
products into the Mass Spec and Glycomics ma
rket. We are looking forward to a
long and successful partnership," said
Dr James Atwood III, CEO of BioInquire.
Revised Profit Forecast for the year ended 30 June 2010
In line with profit forecasts provided for
this acquisition, NuSep has increased its
guidance for the financial year ended 30 June 2010
from $500,000 to $1m. This profit
upgrade is conditional on the successful comple
tion of this acquisition in March 2010.
This will increase the earnings per
share from 2.1c to 4.1c
per share on a fully diluted
share capital of 24.5m shares.
Placement of NuSep Shares at 30c
NuSep is also pleased to announce that, as pa
rt of this acquisition, NuSep has placed
2.77m shares at 30¢ to raise $830,000. The in
vestors will also receiv
e a free share on a
1:10 basis. This placement was taken up by
sophisticated investors,
the majority of
whom are already NuSep shareholders.
These funds will be us
ed to bolster the
Company's Balance Sheet.
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:
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 2008 can separate biological samples into 8
-- 4 --
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 8197 3377
prakash.patel@nusep.com
