Clinigen Group (“Clinigen” or “the Group”), the global specialty pharmaceuticals and pharmaceuticals services business, intends to seek Admission to AIM with an associated institutional fundraising following another year of very strong financial performance.
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This announcement is an advertisement and not a prospectus or an admission document. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the admission document to be published by Clinigen Group (“Clinigen” or the “Group”) in due course in connection with the proposed institutional placing and admission of the ordinary shares in the capital of the Company to the trading on AIM, a market operated by London Stock Exchange plc (the “Admission Document”). Copies of the Admission Document will, following publication, be available during normal business hours on any weekday (except Saturdays, Sundays and public holidays) from the registered office of the Company and at the offices of Numis Securities Limited at The London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT for a period of at least one month from the date of Admission.
28 August 2012
• Profitable and cash generative business with impressive growth in sales and underlying EBITDA
- Revenue for year to 30 June 2012 jumped 135% to £82.1 million (2011: £35.0 million)
- Majority of revenues from overseas sales
- CAGR since June 2010 of 97%
- Underlying EBITDA up 109% to £17.3 million (2011: £8.3 million)
- CAGR since June 2010 of 215%
- Peter Allen appointed as non-executive Chairman
- Andrew Leaver, Chairman and founder, stepping down
- Numis Securities Limited is acting as Nominated Advisor and Broker in relation to the Placing and Admission
Peter George, Chief Executive Officer of Clinigen, said:
“We have rapidly grown the Group internationally over the past couple of years, based on our underlying principle of getting ‘the right drug to the right patient at the right time’. A listing is the next logical step in our development as it provides a partial exit for our founder, a stronger platform to drive our organic growth, both in the UK and internationally, as well as additional financial flexibility to support our acquisition plans.”
Clinigen’s strategy, in place since the formation of the Group in 2010, is to:
- Focus on and globalise the Group’s specialist services in clinical trial drug supply;
- Develop into a high-value provider of global early access and mature product access programs;
- Acquire and revitalise drugs that have reached the end of their lifecycle with their current owner; and
- Exploit the synergies across the Group’s different businesses to create new business development opportunities.
Summary of proposed Placing and use of proceeds
It is intended that the Placing will comprise the sale of both existing shares and an offer of new shares by the Group.
The Group intends to use the net proceeds it receives from the fundraising primarily to support the acquisition of the rights to new products (including through in-licensing). Clinigen is currently reviewing 27 active opportunities, in relation to four of which non-binding offers have been submitted and the Group is carrying out due diligence. The proceeds will also be used for general working capital needs and to invest in IT systems.
The Directors believe that the key strengths of the Group are:
- Clinigen's unique business model incorporates a combination of the following features:
- Solely dedicated to clinical trial drug supply: Clinigen is the only global supplier of drugs used for clinical trial purposes that does not engage in any wholesaling activity, thus ensuring no risk of seepage of surplus drugs into the ’grey’ market.
- Managing licensed and unlicensed supply: Clinigen manages drug supply globally on both a licensed and an unlicensed basis.
- Global presence: From its creation in 2010, the Group has operated globally, as distinct to most of its competitors, who are country or region specific
- Key Opinion Leaders network: Clinigen targets niche hospital-only products which can be commercialised by informing prescribers about them through therapeutic KOLs and lead clinicians. As a result, Clinigen requires no direct hospital-focused sales force.
- Track record of strong, profitable growth: The Group is a profitable and cash-generative business with impressive CAGRs in sales and EBITDA.
- Track record of revitalising an acquired pharmaceutical product on a global basis: Clinigen has successfully transformed the performance of the acquired drug Foscavir®, more than quadrupling its annual sales revenue since acquisition in 2010.
- Broad client base: Clinigen has a diversified blue chip client base of global pharmaceutical and biotechnology companies, including 13 of the top 20 pharmaceutical companies by sales revenue.
- Experienced and committed management team: Clinigen has a highly experienced management team with a proven track record in driving organic growth, in building pharmaceutical businesses and in integrating acquisitions.
- Focussed approach to product acquisitions: Clinigen adopts a rigorous and analytical approach in the identification of acquisition candidates.
For further information, please contact:
Tel: +44 (0) 20 7457 2020
Adrian Duffield / Melanie Toyne-Sewell / Jayne Crook
Numis Securities Limited
Tel: +44 (0) 20 7260 1000
Michael Meade / Nick Westlake / Freddie Barnfield (Nominated Adviser)
David Poutney / James Black (Corporate Broking)
NOTES TO EDITORS
Overview of Clinigen
Clinigen is a fast-growing specialty global pharmaceutical products and pharmaceuticals services business headquartered in the UK, with offices in the US and Japan.
The Clinigen Group was formed in 2010 and comprises two divisions – Services and Products.
Within the Services division, there are two operations: ClinigenCTS, which offers Clinical Trial Supply (“CTS”) services, and ClinigenGAP, which offers Global Access Program (“GAP”) services.
The Products division owns and supplies Foscavir® (a hospital-only drug for the treatment of cytomegalovirus (CMV), which was acquired in 2010) and intends to acquire, and grow sales of, additional niche hospital-only drugs.
Taking into account both sales of Foscavir® and the GAP programs currently within the Services division, the Group manages the supply of drugs into a total of 53 countries. These drugs are used in the therapeutic areas of leukaemia (and other oncology), haematology, transplantation, anti-infective, pain management, gastrointestinal and hospital and critical care, as well as orphan diseases. Clinigen helps patients around the world with unmet medical needs by supplying their pharmacist or physician with the drugs these patients require.
History of the Group
The businesses that form the Group today were previously operated by separate companies under common ownership of the Group’s founder, Andrew Leaver. In 2010 Peter George was appointed CEO in order to implement the defined strategy of creating the Services division through the combination of two of these businesses, namely Keats Healthcare (now ClinigenCTS) and Clinigen Healthcare (now ClinigenGAP), and forming a Products division, following the acquisition of Foscavir®, a product that at that time had recently been acquired from AstraZeneca.
Peter Allen, non-executive Chairman
Peter has joined Clinigen as non-executive Chairman. He has experience as Chairman, CEO and CFO of several publically quoted companies. Peter is currently Chairman of Chroma Therapeutics Limited, ProStrakan plc and Future plc and a non-executive Director of Oxford Nanopore Technologies Limited and TMO Renewables Limited. He was previously Chairman of Proximagen Neuroscience plc and has held executive positions with a number of companies, including Celltech Group plc, Abacus Group plc and ProStrakan Group plc.
Peter George, Chief Executive Officer
Peter joined Clinigen when it formed in June 2010. Prior to joining Clinigen he was CEO at Penn Pharma, having led a £67 million management buy-out of the company in 2007. He was previously an executive VP for Wolters Kluwer Health with responsibility for the Europe and Asia Pacific regions. Peter was formerly Chief Operating Officer of Unilabs Clinical Trials International Limited. Prior to this he was head of Clinical Pathology in the Oxford Region of the NHS. Peter is a qualified Clinical Biochemist and Immunologist and a former Fellow of the Institute of Biomedical Sciences. He holds Masters degrees in Clinical Biochemistry and Immunology and an Executive Masters in Business from Kelloggs School of Management at Northwestern University, Chicago. Peter is also a director of PharmaPatents Global.
Robin Sibson, Chief Financial Officer
Robin joined ADL Healthcare Limited, a company owned by Andrew Leaver, in 2003. He has over 30 years of experience in the pharmaceutical industry and has been a Finance Director for the last 15 years. Before this Robin was Finance Director of BASF’s UK Pharmaceuticals, sales and R&D divisions for six years. Robin was Finance Director at Boots UK Pharmaceutical business and led the integration following its sale to BASF, as well as the later integration of BASF's UK Pharmaceutical business into Abbott Laboratories. Robin is a Chartered Management Accountant (ACMA).
John Hartup, non-executive Director
John joined Clinigen in May 2011 and was appointed to the Board in August 2012. He has over 30 years’ experience as a corporate lawyer dealing with corporate finance and commercial contract issues across a number of industries. He was a managing partner at DWF LLP (formerly Ricksons LLP). John is also a non-executive director of Mitre Group Limited, Ellis Pharmaceutical Limited, and Creo Pharmaceutical Limited.
The financial information for the fiscal years 2010-2012 presented in this announcement is unaudited at this time.
This announcement is an advertisement and not an admission document or a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Admission Document to be published by Clinigen Group in due course in connection with the Placing and Admission of Shares to trading on AIM. Any purchase of Shares in the Placing should be made solely on the basis of information contained in the Admission Document to be issued by the Company.
The distribution of this announcement and other information in connection with Admission and the Placing may be restricted by law in certain jurisdictions and persons into whose possession this announcement or any document or other information referred to herein should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any copy of it may be made or transmitted into the United States of America or its territories or possessions, nor may it be made or transmitted into Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or to any persons in any of those jurisdictions. Any failure to comply with the restriction may constitute a violation of United States of America, Australian, Canadian, Japanese, Irish or South African securities laws.
The Shares referred to in this announcement may not be offered or sold in into the United States unless registered under the US Securities Act of 1933, as amended (the "US Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. The offer, and sale or subscription of Shares referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa and, subject to certain exceptions, the shares referred to herein may not be offered or sold in within the United States of America, Australia, Canada, Japan, the Republic of Ireland, or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States of America, Australia, Canada, Japan, the Republic of Ireland or the Republic of South Africa. There will be no public offer of the Shares. In particular, this announcement is not an offer for sale of, or solicitation to purchase or subscribe for, any securities in the United States of America.
In the United Kingdom, this announcement is being distributed only to, and is directed at (i) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended or replaced) (the "Order") or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order, and in all cases are capable of being categorised as a Professional Client or Eligible Counterparty for the purposes of the FSA Conduct of Business Rules (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
This document is being distributed to and is directed only at persons in member states of the European Economic Area ("EEA") who are a "Professional Client / Eligible Counterparty" within the meaning of Annex II/ Article 24 (2) of MiFID. Any person in the EEA who receives this document will be deemed to have represented and agreed that it is a Professional Client. Any such recipient will also be deemed to have represented and agreed that it has not received this document on behalf of persons in the EEA other than Professional Clients or persons in the UK and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis. The Company, Numis Securities Limited (including any of its holding companies and/or any of its or their respective subsidiaries or affiliates (each a "Bank Affiliate" and together with Numis Securities Limited the "Bank Companies") will rely on the truth and accuracy of the foregoing representations and agreements. Any person in the EEA who is not a Professional Client should not act or rely on this announcement or any of its contents.
This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription or solicitation of or invitation to make any offer to buy or subscribe for any securities, and neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, including references to assumptions, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group’s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.
Neither Numis Securities Limited, nor any other Bank Company nor any of their respective directors, officers, employees, advisers or agents, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this announcement) or of any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents, or otherwise arising in connection herewith.
Both Clinigen Group and Numis Securities Limited expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement (other than as required by the AIM Rules or by the rules of any other applicable securities regulatory authority) whether as a result of new information, future developments or otherwise.
Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Clinigen Group and no-one else in connection with the IPO. Numis will not regard any other person as its client in relation to the matters described in this announcement and will not be responsible to anyone other than Clinigen Group for providing the protections afforded to its clients, nor for providing advice in relation to the Placing and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.