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Bionomics Limited (BMICY.PK) Acquires European CNS Business



10/19/2005 5:12:30 PM

ADELAIDE, Australia, Dec. 16 /PRNewswire-FirstCall/ --

                              ASX ANNOUNCEMENT

   * Contract research organisation (CRO) with impressive Pharma and Biotech
     client list

   * Underpins BNO's preclinical development capabilities in central nervous
     system (CNS) disorders

   * Assets acquired include proprietary animal model of Parkinson's Disease

Bionomics Limited announced today that it has agreed to acquire the French contract research organisation (CRO) business, Neurofit, with completion of the acquisition expected in early 2005 and Bionomics operating the Neurofit business on or before 1 March 2005. The acquisition will significantly enhance Bionomics' therapeutic development capabilities for CNS disorders.

Located in Strasbourg, adjacent to University Louis Pasteur, from which it originated in 1997, Neurofit's core business is the preclinical testing of developmental therapeutics for CNS disorders using cellular and animal models. Its client base includes international pharmaceutical and biotechnology leaders Novartis, Serono, Boehringer-Ingelheim, Guilford Pharmaceuticals and Biogen.

Neurofit has annual sales of approximately Euro1 million and is expected to operate profitably within the Bionomics group. Neurofit therefore will not require additional funding from Bionomics in the near future. Bionomics' intention is to further grow revenues and Neurofit's profitability, whilst utilising Neurofit's substantial expertise within Bionomics' development programs.

In addition to the CRO business, the acquisition includes intellectual property rights to an animal model of Parkinson's Disease, developed by Institute Pasteur. Neurofit's ongoing intellectual property rights to the animal models developed by the Institute Pasteur will be maintained as part of the transaction.

Bionomics will acquire Neurofit for a total cost of Euro1.25 million comprised of Euro1.0 million in cash and Euro250,000 in Bionomics' shares. Bionomics was advised on the transaction by Intersuisse Corporate. Neurofit was advised by Bioscience Managers Ltd.

Bionomics' CEO and Managing Director, Dr Deborah Rathjen described the Neurofit acquisition as an important deal for Bionomics at its current stage of development. "Adding Neurofit's capability to our CNS ionX(R) discovery platform will give us the ability to take our CNS drug discoveries right through comprehensive preclinical testing," she said. "Perhaps even more importantly, through Neurofit clients, we will have an established commercial path to some of the leading CNS focused development companies in Europe. This will be extremely fertile ground for licensing and collaborative discussions with potential partners for our CNS projects."

This acquisition enables Bionomics to expand its CNS development potential to neurodegenerative disorders including Parkinson's Disease, which are diseases of significant unmet clinical need that represent lucrative commercial opportunities. The overall neurodegenerative disorder market has been estimated at US$30 billion per annum, whilst the Parkinson's Disease market is estimated to be worth in excess of US$1.7 billion per annum.

Bionomics has achieved several milestones in its CNS development program in 2004, with the successful worldwide licensing of its diagnostic test for a form of severe childhood epilepsy, now marketed in the US and the securing of strategic Australian and international collaborations in drug discovery.

About Bionomics Limited

Bionomics is a world leader in genomics, holding patent applications at various stages of prosecution incorporating over 600 genes it has discovered and related utility in specific therapeutic and diagnostic applications. The Company is leveraging that expertise and intellectual property to generate both near term and longer-term revenues. Focusing on central nervous system disorders (particularly epilepsy) and cancer, Bionomics and its collaborative partners are developing diagnostics for the early detection of these conditions (near term revenue) and therapeutics to treat them (longer term revenue). The Company is looking to generate growth both organically and through acquisition.

Bionomics' drug and diagnostic development is built on two proprietary discovery platforms. IonX(R), is used to identify genetic targets for potential diagnostics and therapeutics for epilepsy and Angene(TM) is used to identify angiogenesis based cancer drug prospects.

For more information about Bionomics, visit http://www.bionomics.com.au/ Factors Affecting Future Performance

This announcement contains "forward-looking" statements within the meaning of the United States' Private Securities Litigation Reform Act of 1995. Any statements contained in this press release that relate to prospective events or developments, including, without limitation, statements made regarding Neurofit, Bionomics' drug discovery programs and diagnostic products are deemed to be forward-looking statements. Words such as "believes," "anticipates," "plans," "expects," "projects," "forecasts," "will" and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by these forward-looking statements, including risks related to our available funds or existing funding arrangements, a further downturn in our customers' markets, our failure to introduce new products or technologies in a timely manner, regulatory changes, risks related to our international operations, our inability to integrate acquired businesses and technologies into our existing business and to our competitive advantages, as well as other factors. Subject to the requirements of any applicable legislation or the listing rules of any stock exchange on which our securities are quoted, we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.

Bionomics' Acquisition of Neurofit Frequently Asked Questions 1. What is Neurofit? Neurofit is a contract research business located in Strasbourg, France.

Neurofit specializes in performing preclinical research for pharmaceutical and biotechnology companies, evaluating Central Nervous System (CNS) active compounds. The business has an impressive list of customers amongst pharma and biotech companies, many of whom cannot be named for contractual reasons. Its client base includes international pharmaceutical and biotechnology leaders Novartis, Serono, Boehringer-Ingelheim, Guilford Pharmaceuticals and Biogen.

It was founded in 1997 as a spin-out company from The University Louis Pasteur and has been moderately profitable for the past several years with annual revenues of the order of Euro1 million.

Neurofit's website is at http://www.neurofit.com/ 2. Why is Bionomics acquiring Neurofit?

The strategic element of this acquisition can immediately be appreciated as there are clear science synergies which will benefit Bionomics programs, with Neurofit's focus on providing services to CNS therapeutic development programs. Importantly the Neurofit acquisition also provides an additional avenue for Bionomics to generate revenues.

An attractive feature of the Neurofit business acquisition is that Neurofit has a strong client base which includes some of the leading CNS drug development companies. This will provide Bionomics with an established commercial path for licensing and collaborative partnerships in the Company's CNS projects.

In addition to its CRO business Neurofit has a proprietary model of Parkinson's Disease which resulted from its long standing relationship with the Pasteur Institute in Paris. This model may have improved predictive power which can be utilised in the search for new treatments for Parkinson's Disease.

In Neurofit Bionomics has acquired a business with demonstrated expertise in the evaluation of CNS active compounds and capacity to fast track development of preclinical candidates emerging from Bionomics' drug discovery platform ionX(R). The acquisition has also provided a strategic opportunity to expand Bionomics' CNS therapeutic development potential to neurodegenerative disorders including Parkinson's Disease.

3. How significant is the acquisition of the IP to the Parkinson's animal model?

Neurofit's expertise in neurodegenerative disorders, including the animal model IP, gives Bionomics a strategic opportunity to expand its CNS therapeutic development potential to neurodegenerative disorders including Parkinson's Disease. This is an important advance for Bionomics within one of its core areas of competence - CNS disorders.

4. How much is Bionomics paying to acquire Neurofit?

Bionomics will acquire the Neurofit business for Euro1 million in cash and Euro 250,000 in Bionomics' shares.

The number of Bionomics' shares to be paid as part of the purchase will be determined at completion with pricing set at the volume weighted average closing price for the 7 trading days prior to completion of the transaction.

The shares paid as part of the purchase price will be subject to escrow.

Bionomics will fund the cash component of the acquisition from its existing cash reserves.

5. What is the timetable for the acquisition?

The transaction will be completed in early 2005 with Bionomics operating the Neurofit business on or before 1 March 2005.

6. How will Bionomics operate Neurofit?

Bionomics has formed a wholly owned French subsidiary as part of the transaction which will operate the Neurofit business.

Neurofit has annual sales of approximately Euro1 million and is expected to operate profitably within the Bionomics group. Bionomics' intention is to further grow revenues and Neurofit's profitability whilst utilising Neurofit's substantial expertise within Bionomics' development programs.

7. How large is Neurofit?

Neurofit currently has 8 employees including 3 PhD level scientists. It is located in Strasbourg adjacent to one of Europe's pre-eminent Universities, University Louis Pasteur, where the company occupies 608 m2 in the Parc d'Innovation. Neurofit has been moderately profitable for the past several years with annual revenues of the order of Euro1 million.

8. How will this acquisition affect Bionomics' financial position?

In the financial year to 30 June 2005 the operation of Neurofit is anticipated to be both cash flow and P&L neutral to Bionomics. Bionomics' objective moving forward will be to grow Neurofit's revenues and increase profitability. Bionomics will fund the cash component of the acquisition from its existing cash reserves.

Bionomics Limited

CONTACT: Dr Deborah Rathjen, CEO & Managing Director of BionomicsLimited, +61-8-8354-6101


Read at BioSpace.com

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