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Phytopharm PLC (PYM.L) Release: Proposed Acquisition of IXICO Limited; Proposed Issue of up to 8,479,753 New Ordinary Shares in the Company; Proposed Change of Name to IXICO plc; Admission of the Enlarged Issued Share Capital to Trading on AIM Renewal of Shareholder Authorities and Notice of General Meeting


9/23/2013 8:48:24 AM

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Phytopharm PLC Release: Proposed Acquisition of IXICO Limited; Proposed Issue of up to 8,479,753 New Ordinary Shares in the Company; Proposed Change of Name to IXICO plc; Admission of the Enlarged Issued Share Capital to Trading on AIM Renewal of Shareholder Authorities and Notice of General Meeting

23 September 2013 -- Phytopharm plc (PYM: London Stock Exchange) (“Phytopharm”, or the “Company”) today announces that terms have been agreed for the conditional acquisition (the “Acquisition”) of IXICO Limited (“IXICO”), a medical technology and diagnostics company. The aggregate consideration for the Acquisition is to be satisfied by the initial issue of 8,014,403 New Ordinary Shares on Admission and the proposed issue of 465,350 New Ordinary Shares as a result of the outstanding share options under the IXICO unapproved share option share scheme. Based on the Phytopharm closing share price of 20 May 2013 immediately prior to its suspension, the aggregate consideration is valued at approximately £5.6 million.

Following completion, it is expected that Phytopharm shareholders will own approximately 45 per cent and that IXICO shareholders will own approximately 55 per cent of the Fully Diluted Enlarged Issued Share Capital. In view of the size of IXICO in relation to the Company, the Acquisition is classified as a reverse takeover under the AIM Rules and is therefore conditional, inter alia, on the approval of Shareholders in a general meeting. A copy of the admission document along with the notice of General Meeting is being sent out to shareholders shortly and will be available on the Company's website www.phytopharm.com.

The Directors of Phytopharm consider that IXICO will provide a platform from which to create value for Shareholders and will provide a different risk profile to the Company?s business model. Upon completion of the Acquisition, Phytopharm plc will change its name to IXICO plc with the new ticker “IXI”.

IXICO was founded in 2004 with a mission to translate image acquisition, management and analysis technology and know-how, which the founders had developed together, into commercially successful products targeting the expanding area of imaging to inform decision-making during drug development.

IXICO has established itself as a leading provider of medical imaging analysis services in the clinical trials market. Its revenue has come largely from contracts with seven of the top 15 pharmaceutical companies, with good growth over the last three years and has what the Board believes to be increasing recognition as a centre of excellence and specialised know-how in brain health and specifically dementia.

IXICO?s products to support dementia diagnosis use digital data and electronic reports and, as such, the Board believe such products can constitute a valuable component within the emerging and increasingly important field of „digital healthcare?. IXICO now has the opportunity to launch its current and future products, proven in the clinical trials market, into the expanding market for dementia diagnosis.

The Directors? and IXICO management?s vision for IXICO is to build on its credibility internationally to position itself as a „Brain Health Company? with the ambition to bring innovative technologies to those involved in researching and treating serious brain diseases enabling them to help patients quicker. IXICO will continue to explore opportunities to widen its product and service offerings through product licensing, collaborations and corporate activity, potentially including mergers and acquisitions.

Following Completion, Dr. Andy Richards and Professor Derek Hill, currently non-executive Chairman and CEO of IXICO respectively, will assume the same roles in the enlarged group, while Tim Sharpington, current CEO of Phytopharm, will remain on the board as a non-executive director. John Bradshaw and Maina Bhaman will join as non-executive directors while Charles Spicer will join as an executive director.

It is expected that the suspension of the Company?s existing ordinary shares on AIM will be lifted at 7.30. a.m. on 24 September 2013.

A General Meeting of the Company will be held to approve the acquisition and change of the Company?s name, amongst other proposed resolutions. This will be held at the offices of FTI Consulting LLP, Holborn Gate, 26 Southampton Buildings, London WC2A 1PB on the 14th October 2013 at 11.00 a.m.

Tim Sharpington, CEO of Phytopharm, commented, “Following the completion of the strategic review process, the Directors consider the IXICO opportunity to be in the best interests of the Company and Shareholders. Since its foundation in 2004, IXICO has established itself as a leading provider of medical imaging analysis services with a focus in dementia. It has developed and successfully launched innovative technologies in the clinical trials and experimental medicines markets, with an impressive record of increasing revenue generation in these areas. It now has the potential to translate these technologies, validated in clinical trials, into medical device products in the wider healthcare diagnostic market with the potential to enable rapid, accurate and cost-effective dementia diagnosis.”

Professor Derek Hill, CEO of IXICO Limited, commented, “We believe IXICO can continue to build on its significant successes to date to create shareholder value growth in the medium and longer term. We will continue to generate revenues in the clinical trials market while playing a leading role internationally in the implementation of IXICO?s products and expertise in the emerging dementia diagnostics market. This will be supported by the enlarged group?s strengthened balance sheet and additional grant finance, where available. We will continue to explore opportunities to widen our product and service offerings through product licensing, collaborations and corporate activity, potentially including mergers and acquisitions.”

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