NextGen has acquired all of the share capital of Proteomic Research Services, a company that specialises in the identification and characterisation of proteins, based in Ann Arbor, Michigan, USA
The consideration is made up of an initial payment on completion of US$498,500 and up to a further $1,201,500 payable on an earn out basis subject to the meeting of specific revenue targets over the next three years.
The acquisition is being funded by a combination of cash and equity, with just over 80% of the PRS shares being acquired in consideration of the allotment and issue of 7,060,466 NextGen shares on completion at a price of 3p per share.
At the exchange rate applicable at closing, the maximum number of NextGen shares which could be issued pursuant to the earn out is approximately 21.3 million as the actual number will be calculated based on the higher of 3p or the then market share price.
All of these shares will be locked in for three years from completion.
NextGen has also entered into arrangements regarding the satisfaction of loans to PRS by one of its shareholders.
PRS had annual turnover of $1.2 million in the year ended Dec 2005 and made a net loss of $272,518 from its business of supplying expert proteomic services to the research community, primarily in N America.
The directors believe that the acquisition of PRS will consolidate the sales, support and service base that NextGen had already established via the commercial alliance agreement entered into with PRS in January 2006, giving NextGen a wholly owned facility from which it can conduct and expand its commercial activities in North America.
To date, the company has already entered into several contracts involving its contractexpressTM offering, and is negotiating several others, where access to PRS's services and products, as well as technology acquired from Gene Oracle, has been key.
The biggest order has been in excess of several hundred thousand pounds.
