cce and vsg to merge

Deliver, Comply and Monitor
ASX Release
10 October 2007
VISIOMED GROUP AND CLINICAL CELL CULTURE
ANNOUNCE MERGER
Visiomed Group Limited (Visiomed, ASX: VSG) and Clinical Cell Culture Ltd (C3,
ASX: CCE) today announced a merger proposal by way of schemes of arrangement
under which C3 will make offers to acquire all of the issued securities in Visiomed.
Under the terms of the proposed schemes of arrangement ("Schemes"), Visiomed
shareholders will receive 5 C3 shares for every 7 Visiomed shares held. Holders of
Visiomed listed options will receive 5 new C3 options for every 7 listed Visiomed
options they hold.
In addition to the Visiomed listed options, Visiomed has unlisted options which will be
dealt with via individual conditional agreements.
Upon completion of the merger, Visiomed shareholders will own approximately 53% of
the expanded company and C3 shareholders will own approximately 47%.
The schemes of arrangement will be subject to conditions including:
• satisfactory completion of due diligence by the Boards of both companies;
• Visiomed security holder approvals and court approvals in respect of the
Schemes;
• all relevant regulatory approvals; and
• other conditions customary for a public transaction of this nature.
Visiomed and C3 have entered into a Merger Implementation Agreement and the
parties have agreed to share all of the costs of the merger and implementation of the
Schemes.
Visiomed CEO Dr Bill Dolphin said the merger represented an outstanding opportunity
for the Company’s shareholders.
“C3’s offer provides Visiomed the opportunity to extend our product portfolio and fast
track the expansion of our flagship Funhaler® and Breath-A-Tech asthma spacer
products into international markets,” said Dr Dolphin.
“C3 is based in the UK, has significant experience in the medical device arena, a
thorough understanding of the European market and a comprehensive infrastructure
and sales network already in place – all of which will be of enormous immediate benefit
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to Visiomed’s sales and marketing efforts in the region. In turn, C3 will benefit from
Visiomed’s existing product revenue stream, our presence in and familiarity with the US
medical market, and our knowledge and experience in working with the US FDA
regulatory process.”
Dr Dolphin said that given C3’s strong cash position, the merger would also provide
Visiomed with added financial capability to support further profitable growth.
“This merger is in line with our stated strategy of pursuing partnerships and strategic
alliances with companies that operate in the medical device space and that provide
Visiomed with the ability to grow the business on an international scale,” he said.
“We are excited at the prospect of merging our business with C3 and believe the offer
provides an excellent opportunity for Visiomed shareholders to maximise the value of
their investment while also becoming part of a larger, more progressive biomedical
company.”
C3 Chief Executive Officer Andrew Cannon said the merger of the two organisations
would create a medical device group with increasing revenue and a strong cash
position – placing both companies in a stronger position for growth.
“This is a merger of two similar medical device companies – C3 a producer of tissueengineered
products and Visiomed a producer of respiratory devices,” said Mr Cannon.
“The strategy is to create a stronger, more financially robust company and a stronger
balance sheet, better cashflows and a more attractive investment for shareholders of
both organisations.”
Mr Cannon said C3 believed there was enormous potential for Visiomed’s asthma
spacer products.
“There are distribution agreements already in place throughout North America, Europe,
the Middle East and Australasia. As well as diversifying our existing product range, the
merger will provide C3 with access to additional product revenue streams generated
through product sales in Europe and Asia and ahead of FDA approval of ReCell® for
the US market,” he said.
“We remain committed to the commercialisation of ReCell® and are focused on
securing FDA approval for sale of the product in the US.
“However, as we explained at the time of our strategic review in March 2007, we are
also committed to ensuring the company’s cash resources are focused on maximising
returns for shareholders and we believe merging with Visiomed is in line with that
objective.
“We see this merger as very much a win-win situation for both companies and their
respective shareholders.”
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Benefits to Visiomed shareholders
• Balance sheet to support the implementation of the company’s expansion
strategy
• Infrastructure in UK and Europe to provide support for the commercialisation of
spacer products: Funhaler® and Breath-A-Tech
• Access to understanding and knowledge of the European biotech market
• Larger scale and greater geographic diversification
• Scale and synergy benefits
Benefits to C3 shareholders
• Builds revenue base
• Immediate access to product revenue streams
• Diversifies C3 range of medical devices
• Leverages C3’s existing European markets infrastructure
• Access to understanding and knowledge of the US biotech market and
regulatory environment
• Improved value proposition
• Diversified shareholder base
The merged entity will be headquartered at C3’s existing head office location in
Cambridge, UK. Both companies will continue to trade under their existing business
names until completion of the merger and while consideration is given to determining
branding for the long term.
It is envisaged that both companies will be equally represented at Board level and the
current executive directors will share responsibilities.
A transaction timetable will be provided to shareholders in due course.
The C3 shares to be issued as scheme consideration will rank equally with other
issued C3 shares and the C3 options will be listed and have an expiry date of 30 March
2008 and exercise price of 24 cents.
C3 and Visiomed security holders do not need to take any action at this time.
Visiomed security holders will be provided with a Scheme Booklet in due course
outlining the proposal in greater detail.
Key steps to be undertaken include:
• lodgement of Scheme documents with ASIC;
• obtaining Court approval to hold the Scheme meetings for security holders to
vote on the Schemes;
• obtaining Visiomed security holders approval for the Schemes; and
• if Visiomed security holders approve the Schemes, Court ratification of the
Schemes.
-ENDS4
FOR FURTHER INFORMATION PLEASE CONTACT:
Andrew Cannon John McGlue
Clinical Cell Culture Porter Novelli
Tel: +44 (0) 1223 341 150 Tel: +61 (0) 8 9386 1233
Email: [email protected] Mob: +61 (0) 417 926 915
Bill Dolphin Sarah Allchurch
Visiomed Group Allchurch Communications
Tel: +61 (0)8 9389 0700 Tel: +61 (0) 8 9381 6625
Email: [email protected] Mob: +61 (0) 412 346 412
About Visiomed Group Ltd
Visiomed Group (ASX: VSG) develops and commercialises innovative medical
technologies for improved medication delivery and adherence in patients suffering from
chronic respiratory diseases, providing the interface between patient and their medication.
Visiomed manufactures and sells a range of spacers for the paediatric, adolescent and
adult market and is the leading provider of spacers in Australia. More than 350 million
people suffer from asthma and COPD (chronic obstructive pulmonary disorder, including
chronic bronchitis and emphysema) and are candidates for the company’s spacer products.
The Funhaler® paediatric incentive spacer and Breath-A-Tech spacer products are covered
by international patents issued and pending. The coverage extends to protection of a wide
range of alternative incentive modules and complimentary applications. The Funhaler® is
CE marked for the EU, FDA cleared for the US and TGA registered in Australia.
www.visiomed.com.au
About Clinical Cell Culture
Clinical Cell Culture (C3, ASX: CCE) is a publicly listed biomedical company that develops
and distributes tissue-engineered products for the treatment of wounds and other skin
defects. Using proprietary tissue-culture/ collection technology, C3 is able to provide
innovative treatment solutions derived from the patients own skin, to enhance healing rates,
reduce scar formation and reintroduce pigmentation into the skin.
Its flagship product, ReCell® (www.recell.info) is a stand-alone, rapid cell harvesting device
that enables surgeons to treat skin defects using the patient’s own cells that are collected
during surgery. The surgeon can prepare a small quantity of cells within 30 minutes on site
rather than having to send a biopsy to the laboratory. ReCell® has been designed for use in
a wide variety of plastic, reconstructive and cosmetic procedures.
ReCell® is approved for sale in Australia, Brazil, Canada, Chile, Croatia, European Union,
Hong Kong, Israel, Japan, Malaysia, New Zealand, Norway, Singapore, South Africa,
Switzerland and Turkey. The company is currently focused on securing FDA approval for
sale of the product in the USA.
www.clinicalcellculture.com