2 June 2004, Australia: Global nanotechnology company pSivida Limited (ASX:PSD) is pleased to announce that it has acquired 100% ownership of its UK operating subsidiary pSiMedica Ltd in a ground breaking deal with QinetiQ, pSivida’s joint venture partner in pSiMedica, designed to enhance the rate of development of the BioSiliconTM technology.
Under the terms of the Share Sale Agreement, which remains subject to shareholder and Foreign Investment Review Board (FIRB) approval, pSivida will acquire the balance of pSiMedica shares it does not already own, namely those held by QinetiQ and other minority shareholders, including pSiMedica management, SGH Technology Ventures Pte Ltd (SGH) and Biotech Research Ventures Pte Ltd (BRV).
pSiMedica shares were recently issued to SGH and BRV following the exercise of an option held over their minority shareholdings in Singapore based subsidiary, pSiOncology Pte Ltd. pSiOncology will become a wholly owned subsidiary of pSivida, through pSiMedica.
The $57.8 million acquisition will result in pSivida issuing a total of 49.1 million shares at A$1.09 and paying $4.32 million in cash. QinetiQ, the largest research agency in Europe and UK government majority owned, will become the largest shareholder in pSivida holding 17.6% of the issued capital post acquisition.
Under the terms of the agreement QinetiQ will receive 90% consideration in pSivida shares being 35.7 million shares and 10% in cash being $4.32 million. Minority pSiMedica shareholders will receive pSivida shares only. The cash component paid to QinetiQ partly reflects previous cash investments contributed to pSiMedica by QinetiQ during the company’s formative stages of development.
The acquisition value of pSiMedica shares not already owned by pSivida of $57.8 million was negotiated on the basis of pSiMedica being a privately held company and pSivida’s position as controlling shareholder with pre-emptive rights. The valuation also takes into consideration pSivida’s prior acquisition, subsequent development and enhancement of the BioSiliconTM diagnostics technology platform.
pSivida Managing Director, Mr. Gavin Rezos said, “We are extremely pleased to have been able to acquire the balance of pSiMedica and move to a more simplified ownership structure, with pSiMedica and pSiOncology to now operate as wholly owned subsidiaries of pSivida. It is an outcome that both shareholders and investors had been looking for and will also broaden pSivida’s appeal with institutional investors, particularly as pSivida looks to list both in the US and the UK.”
pSivida will maintain a strong working relationship with QinetiQ whose Investment Director Mr. Stephen Lake will be appointed a Non-Executive Director of pSivida. Mr. Lake has extensive experience in building and developing growth technology businesses and has been a board member of both private & public technology companies. He spent 13 years at Reuters and was a founding executive of Reuters' New Media division and its highly successful VC arm, Reuters Greenhouse. Mr. Lake is a UK qualified Chartered Accountant, with an MBA in Technology & Strategy from Theseus Institute, France.
pSivida will also look to appoint a US based Non-Executive Director from the life sciences industry to assist the existing management team with its US and European commercialization activities. An additional Australian based Non Executive Director will also be appointed.
QinetiQ has agreed to voluntarily escrow more than half of its shareholding for a period of 12 months representing 19.76 million shares. Shares issued to directors and/or associates of pSivida and pSiMedica will be escrowed for 12 months, representing 8.2 million shares. Remaining founding pSiMedica shareholders will have 50% of their shares escrowed for six months being approximately 1.0 million shares.
A General Meeting of shareholders will be held at the end of July to approve the acquisition. A Notice of Meeting will be provided to pSivida shareholders in the next four weeks.
Released by:
Josh Mann
Investor Relations
pSivida Limited
Tel: + 61 8 9226 5099
joshuamann@psivida.com.au
