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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:
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. -ENDS- |
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