TIDMATD

RNS Number : 0695F

Asterand PLC

11 June 2012

11 June 2012

Asterand Plc

("Asterand" or the "Company")

Proposed Disposal of the Human Tissue Business

The Board of Asterand is pleased to announce that the Company has entered into a conditional agreement to dispose of the Human Tissue Business to two wholly owned subsidiaries of Stemgent, Inc. for an aggregate cash consideration of USD9,000,000, subject to certain adjustments. This Disposal is conditional upon, amongst other matters, the approval of Shareholders.

Key points

-- Disposal of the Human Tissue Business for an aggregate cash consideration of USD9,000,000, subject to certain adjustments (including a working capital adjustment).

-- Completion of the Disposal is conditional upon, amongst other matters, the approval of Shareholders at a General Meeting and constitutes a Class 1 Transaction under the Listing Rules. The Company will therefore, in due course, send the Circular to Shareholders convening the General Meeting at which Shareholders will be asked to vote on a resolution to approve the Disposal.

-- The Company expects the net cash proceeds of the Disposal of approximately USD7,600,000, together with the existing cash resources of the Continuing Group, to be used to pay down in full the Secured Debt which amounts to USD9,039,000.

-- The Board will unanimously recommend in the Circular that Shareholders vote in favour of the Disposal Resolution to be proposed at the General Meeting, as the Directors will irrevocably commit to do in respect of their own beneficial holding amounting, in aggregate, to 1,716,216 Ordinary Shares, representing approximately 1.44 per cent. of the Company's issued ordinary share capital.

-- In addition, the Company has received irrevocable undertakings to vote in favour of the Disposal Resolution to be proposed at the General Meeting amounting to 43,663,436 Ordinary Shares, representing approximately 36.81 per cent. of the Company's issued ordinary share capital.

-- The Board is also considering a proposal to cancel the listing of the Ordinary Shares on the Official List and the admission to trading of the Ordinary Shares on the Main Market of the London Stock Exchange.

-- If the Disposal Resolution is not passed, the Company may be placed immediately into administration.

For further information, please contact:

 
 Asterand plc 
 Jack Davis, Chairman and Interim   Tel: + 44 (0) 1763 211 600 
  Chief Executive Officer                 / + 1 (313) 263-0960 
 Alan Fishman, Interim Chief                          As above 
  Financial Officer 
 
 Daniel Stewart & Company Plc 
 Antony Legge                        Tel: +44 (0) 20 7776 6550 
  Matt Wilson 
 
 Beaumont Cornish Limited - 
  Sponsor 
 Roland Cornish                      Tel: +44 (0) 20 7628 3396 
  Emily Staples 
 
 Covington Associates LLC 
 Steven Mermelstein                     Tel: +1 (914) 420-4510 
  David Wood 
 
 

A copy of this announcement will be available at www.asterand.co.uk. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Daniel Stewart & Company Plc, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for the Company and no-one else in connection with the Disposal and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Daniel Stewart & Company Plc nor for giving advice in relation to the Disposal or any other matters referred to in this announcement.

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for the Company and no-one else in connection with the Disposal and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited nor for giving advice in relation to the Disposal or any other matters referred to in this announcement.

Important notice

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purposes of complying with English law and the Listing Rules and the applicable rules and the information disclosed may not be the same as that which would have been disclosed if this Circular had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company, the Group, the Continuing Group or the Human Tissue Business except where otherwise stated.

Forward looking statements

This announcement contains certain "forward-looking statements" with respect to the financial condition, results of operations and business of the Company, the Group and the Continuing Group and certain plans and objectives of the members of the Group. In some cases, these forward-looking statements can be identified by the fact that they do not relate to historical or current facts and by the use of forward-looking terminology, including the terms "anticipates", "believes", "estimates", "expects", "intends", "plans", "prepares", "goal", "target", "will", "may", "should", "could" or "would" or, in each case, their negative or other variations or comparable terminology. These statements are based on assumptions and assessments made by the Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. Investors should specifically consider the factors identified in this announcement that could cause actual results to differ before making an investment decision. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company, the Group or the Continuing Group, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. They are also based on numerous assumptions regarding the Company's, the Group's and/or the Continuing Group's present and future business strategies and the environment in which it is believed that the Continuing Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. Except as required by the FSA, the Listing Rules, the Disclosure and Transparency Rules, the London Stock Exchange or applicable law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.

   1.   Introduction 

The Board of Asterand announces that conditional upon, amongst other matters, the approval of Shareholders, the Company has entered into an agreement to dispose of the Human Tissue Business to the Buyers for an aggregate cash consideration of USD9,000,000, subject to certain adjustments (including a working capital adjustment). Following this adjustment and after paying associated transaction costs, Asterand expects to receive net cash proceeds of approximately USD7,600,000 which the Continuing Group intends to use, together with the existing cash resources of the Continuing Group, to repay the Secured Debt of USD9,039,000, in respect of which the Company received notices of default on 4 October 2011 and 17 October 2011 on the BioSeek Loan Notes and the SVB Debt respectively. The Disposal constitutes a Class 1 Transaction under the Listing Rules and therefore requires Shareholder approval. The Company will, in due course, send the Circular to Shareholders convening the General Meeting at which Shareholders will be asked to vote, amongst other matters, on a resolution to approve the Disposal.

The Board is also considering a proposal to cancel the listing of the Ordinary Shares on the Official List and the admission to trading of the Ordinary Shares on the Main Market of the London Stock Exchange. If this proposal is to be made, further details will be contained in the Circular.

Shareholders should note that if the Disposal Resolution is not passed then the Company may be placed immediately into administration.

   2.   Background to and reasons for the Disposal 

In December 2010, the Company announced that it had secured a USD3,000,000 term loan and revolving credit line from Silicon Valley Bank which could be used to satisfy the Deferred Consideration due on the BioSeek Acquisition. Subsequently, in April 2011, the Company, having agreed with the BioSeek Shareholders that the Deferred Consideration was to be satisfied solely with cash, announced that, as a consequence of poor trading conditions in March 2011 resulting in an inability to draw down on the revolving credit line, it had entered into new financing arrangements as a replacement for such revolving credit line and in order to satisfy the Deferred Consideration, leaving only the term loan in place. Under these new financing terms USD2,500,000 was paid to the BioSeek Shareholders in May 2011 and the remaining USD6,000,000 was satisfied by the issuance of the BioSeek Loan Notes.

The Company continued to experience challenging and volatile trading conditions and in its interim results announcement on 31 August 2011, it announced a reduced outlook for the year as a whole and the need to raise additional working capital.

On 24 October 2011 the Company announced that it had received notices of default from SVB and from the BioSeek Loan Note Holders. It was announced that the loans repayable to SVB were payable on demand and that, in respect of the BioSeek Loan Notes, the Company had 120 days to remedy the situation. Accordingly, the Company commenced a formal sale process for the entire issued and to be issued share capital of the Company.

It was announced on 7 November 2011 that the Company had received further notice from the BioSeek Loan Note Holders to the effect that the conditions for the Company to avail itself of the 120 day cure period had not been met and as such the BioSeek Loan Notes were also payable on demand.

After several months of talks with potential buyers, neither the Company nor its advisers were able to secure an offer for the Group. Instead, letters of interest were received from two separate buyers for the assets of each of its two businesses: the BioSeek Business and the Human Tissue Business. As announced on 30 April 2012, the Company entered into negotiations with such potential buyers and ended the formal sale process for the entire issued and to be issued share capital of the Company.

On 2 May 2012, the Company announced that the potential bidder of the BioSeek Business had informed the Company that it no longer wished to pursue the acquisition and had released the Company from an agreed exclusivity provision.

On 10 June 2012, the Company entered into the Disposal Agreement, pursuant to which the Selling Group will, subject to the terms and conditions of the Disposal Agreement, dispose of the Human Tissue Business. The net cash proceeds of the Disposal in conjunction with the existing cash resources of the Continuing Group will, if the Disposal is approved by Shareholders, satisfy in full the Company's repayment obligations to the Secured Lenders.

The receipt of the notices of default on the Secured Debt necessitated action by the Board to avoid the immediate potential loss of all Shareholder value. The Board considered alternatives to the Disposal, including an equity fundraising, but encountered limited opportunities in light of, inter alia, the Company's lack of recent historic profitability, the capital requirement for inventory and the reluctance of finance providers to invest equity to repay debt. The Board believes that the prospects for the Continuing Group after the Disposal and repayment of the Secured Debt are much greater than with any other option currently available.

The Board's ability to negotiate with potential purchasers of either the Group, the BioSeek Business or the Human Tissue Business or with potential funders was hampered by the Group's decreasing cash position and the need to reach an agreement before its financial resources were exhausted. Despite this the Board was able to negotiate a competitive price for the Human Tissue Business. The Board believes that the aggregate purchase price of USD9,000,000 is a positive result as, though the long-term prospects of the Human Tissue Business are good, the business has been loss-making in recent years and requires significant capital for its human tissue inventory. Since commencing the formal sale process in October 2011, the Board has evaluated a number of proposals for the sale of the Human Tissue Business. In deciding to proceed with the Disposal to the Buyers the Board has taken into account a number of factors, including price, and in view of the level of working capital shortfall facing the Company, the Board has placed significant weight on the level of certainty that could be attributed to the offer being consummated within an acceptable timescale.

Whilst the net cash proceeds of the Disposal, together with the existing cash resources of the Group, will enable the Group to settle in full the Secured Debt, the Continuing Group continues to experience financing problems and the Board continues to explore a number of alternatives for BioSeek or the BioSeek Business including, inter alia, its disposal, or the securing of additional funding from Shareholders and/or third parties.

   3.   Principal terms of the Disposal 

The Company, Asterand UK and Asterand US entered into the Disposal Agreement on 10 June 2012 with Stemgent, the UK Buyer and the US Buyer. The Human Tissue Business will be sold to the Buyers for an aggregate cash consideration of USD9,000,000 subject to certain adjustments (including a working capital adjustment). The Disposal will be effected by way of a sale of the assets of the Human Tissue Business by the Sellers (both being wholly owned subsidiaries of the Company).

Completion of the Disposal Agreement is subject to certain conditions being satisfied including, amongst other matters, the Company obtaining the consent of Shareholders to the Disposal at the General Meeting and all necessary third party and governmental consents having been obtained.

The Disposal Agreement contains warranties from the Selling Group in favour of the Buyers of the kind customarily given in connection with asset purchase agreements. The total liability of the Selling Group for claims under the warranties shall not exceed 8 per cent. of the consideration paid by the Buyers.

BioSeek is to guarantee all of the Selling Group's indemnification obligations to the Buying Group pursuant to the terms of the Disposal Agreement. As additional security for such obligations, BioSeek will grant in favour of the Buying Group a security interest in all of the assets of BioSeek and by a pledge of all of the outstanding membership interest of BioSeek.

Further information regarding the terms of the Disposal will be provided in the Circular to be sent to Shareholders in due course.

   4.   Use of proceeds and financial effects of the Disposal 

At Completion, the net cash proceeds arising from the Disposal are expected to be approximately USD7,600,000 after outstanding transaction costs of approximately USD1,400,000 are paid. Together with the existing cash reserves, the net cash proceeds of the Disposal will be applied by the Continuing Group to repay the Secured Debt (being the repayment in full of the SVB Debt of USD2,050,000 and the repayment in full of the BioSeek Loan Notes of USD6,989,000) with any remainder being utilised towards the repayment of the Human Tissues Business' trade payables excluded from the Disposal.

The net cash proceeds from the Disposal will therefore strengthen the Continuing Group's financial position in that it will be in a position to repay the Secured Lenders in full, which the Directors believe will effectively buy the Company time to either find a buyer or raise funds for the BioSeek Business. The Disposal is expected to be immediately earnings accretive.

   5.   Working capital 

The Group does not have sufficient working capital for its present requirements, being the next 12 months from the date of the Circular.

As previously announced, the Group is in default in respect of the Secured Debt of USD9,039,000 and requires further funding for working capital purposes.

In addition to a continued focus on cost control, the Group plans to partially mitigate the shortfall in funding with net cash proceeds of the Disposal as outlined in paragraphs 3 and 4 above and in further detail in the Circular. If Completion occurs, the net cash proceeds from the Disposal together with the existing cash resources of the Group will be applied by the Continuing Group to pay off the Secured Debt in full with any remainder being utilised towards the repayment of the trade payables relating to the Human Tissue Business which have been excluded from the Disposal. The Directors currently estimate that this will leave a funding requirement of at least USD3,000,000 in order for the Continuing Group to have sufficient working capital for its present requirements, being the next 12 months from the date of the Circular. Provided certain creditors amounting to some USD1,400,000 can be deferred, the Board believes that it has sufficient financial resources to enable the Continuing Group to operate for a short period following Completion during which time it will be seeking further funding. If no further funds can be raised or BioSeek/the BioSeek Business cannot be sold within this period, it may then be necessary to place the Continuing Group into administration.

Further information on the financial effects of the Disposal and the ongoing working capital position of the Continuing Group will be provided in the Circular.

   6.   Information relating to the Human Tissue Business 

The Human Tissue Business provides solutions that are directed at reducing the high failure rate of compounds in clinical trials. Pharmaceutical researchers have long known that animal models do not provide a complete guide to drug response in humans, and so the incorporation of human tissue based models at all stages of the discovery process is gaining acceptance as scientists seek methods to improve decision making during the development of medicines.

The Human Tissue Business currently offers two primary products and services:

   1.             XpressBANK(TM); and 
   2.             PhaseZERO(TM). 

The XpressBANK(TM) biobank contains several thousand specimens from a broad range of therapeutics areas, offering rapid delivery of specimens that best meet the research requirements of its clients. Each specimen is accompanied by thorough disease characterisation and detailed clinical information, making the samples especially well suited for drug discovery research. In addition to the bio repository, the business unit offers: custom isolations of specific call lines and primary cells; custom designed tissue microarrays; and, bio fluids, including blood, serum and plasma.

The PhaseZERO(TM) platform offer human tissue-based drug discovery research services on a fee-for-service basis. The services platform leverages the Human Tissue Business' experience and proven track record in human tissue-based research. PhaseZERO(TM) includes:

   1.             XpressWay(R) - human gene expression in non-diseased and diseased tissue; 
   2.             XpressArray(TM) - human protein expression profiling; 
   3.             Human tissue-based and primary cell assays for metabolism and toxicity analysis; and 

4. 'Good Laboratory Practice' compliant preclinical safety study services to pharmaceutical and biotech clients.

A summary of the unaudited trading results for the Human Tissue Business for the three years ended 31 December 2011 (on an IFRS basis) is set out below.

 
                                   For and as     For and as     For and as 
                                           at             at             at 
                                  31 December    31 December    31 December 
 USD'000                                 2011           2010           2009 
 Revenue                               15,463         15,025         18,706 
 Operating loss                       (5,082)        (2,812)        (1,553) 
 Loss before tax                      (5,106)        (2,753)        (1,927) 
 Loss for the financial 
  year attributable to owners 
  of the parent                       (5,801)        (2,785)        (1,631) 
 

A summary of the unaudited gross and net assets of the Human Tissue Business as at 31 December 2011 (on an IFRS basis) is set out below:

 
                   For and as 
                           at 
                  31 December 
 USD'000                 2011 
 Gross assets          14,333 
 Net assets            10,383 
 
   7.   Information relating to the Continuing Group 

After Completion, the Continuing Group will consist of the BioSeek Business only. BioSeek aims to improve the success rate of pharmaceutical research and development by integrating human biology from the earliest stages of drug discovery onward. BioSeek's BioMAP(R) System is an innovative, cell based disease model used to generate a unique profile of human biological response for specific drug candidates. The platform helps to reduce risk at the earliest stages of research and at multiple decision points within the research and development process. Most human cell lines used in preclinical testing are unable to provide truly predictive information since they lack the natural regulatory activity inherent in humans. By using primary cells directly isolated from the human body, the BioMAP(R) System replicates the cellular interactions present in specific human diseases. With this advantage BioSeek is able to leverage its BioMAP(R) Systems technology in collaborations to enhance the productivity of its pharmaceutical partners' pipelines to identify promising compounds for therapeutic development.

   8.   Information relating to Stemgent 

Stemgent is engaged in working alongside some of the world's leading stem cell scientists in developing innovative technology and application solutions for the advancement of stem cell research. The company's goal is to help simplify and support cellular reprogramming by producing products designed by leading stem cell researchers worldwide. The company has scientific development sites located in both Cambridge, Massachusetts and San Diego, California.

Further information on Stemgent is provided at www.stemgent.com.

   9.   Details of key individuals for the Human Tissue Business 

Dr. Victoria Blanc, Vice President Strategic Planning and Government Affairs - joined Asterand in 2002 as Scientific Liaison and was appointed General Manager of Asterand, Inc. in 2007. Since 2010, Dr. Blanc has been responsible for planning and managing strategic initiatives in the Human Tissue Business and the management of contracts with the US government.

Dr. Tony Brown, General Manager US Operations - joined Asterand in 1998 as Head of Pharmacology and was appointed General Manager of Asterand UK Limited in 2006. Since 2010, Dr. Brown has been responsible for overseeing the laboratory operations in Detroit and tissue donor site development and operations.

Dr. Thomas Mander, Vice President Sales and Marketing - joined Asterand in 2007. Since 2011, Dr. Mander has been responsible for managing the Human Tissue Business' sales and marketing operations and for developing the international sales strategy and client relationships.

Dr. Amanda J. Woodrooffe, General Manager UK Operations - joined Asterand in 2001 as Head of Biochemical Pharmacology and was appointed Director of Scientific Development in 2006. Since 2012, Dr. Woodrooffe has been responsible for managing the UK sevices operation in Royston, overseeing all staff in the UK and customer services projects.

None or the above mentioned individuals have or have had any material involvement in the BioSeek Business.

It is intended that the above mentioned individuals will not have a role in the Continuing Group after the Completion Date.

10. Importance of the Vote

Further information regarding the use of proceeds and financial effects of the Disposal, working capital and the importance of the vote will be provided in the Circular to be sent to Shareholders in due course. The Board will unanimously recommend in the Circular that Shareholders vote in favour of the Disposal Resolution to be proposed at the General Meeting, as the Directors will irrevocably commit to do in respect of their own beneficial holdings amounting, in aggregate, to 1,716,216 Ordinary Shares, representing approximately 1.44 per cent. of the Company's issued ordinary share capital.

In addition, the Company has received irrevocable undertakings to vote in favour of the Disposal Resolution to be proposed at the General Meeting amounting to 43,663,436 Ordinary Shares, representing approximately 36.81 per cent. of the Company's issued ordinary share capital.

Shareholders should read the whole of the Circular to be sent to them and not just rely on the summarised information or summarised financial information set out in this announcement.

11. Proposed adjournment of the annual general meeting

Notice has been given that the next annual general meeting of the Company is to be held on 26 June 2012 at 10 a.m. at 2 Orchard Road, Royston, Hertfordshire SG8 5HD. Given the proximity of this date to the General Meeting and the resource constraints currently facing the Group, the Board intends that an adjournment of the annual general meeting be proposed so that the annual general meeting is postponed to the same date (and immediately prior to) the General Meeting.

12. Definitions

The following definitions apply throughout this announcement unless the context requires otherwise.

 
$ or USD                         US dollars 
Asterand UK                      Asterand UK Limited, a private limited 
                                  company, incorporated and registered 
                                  in England (registered number 3113041) 
Asterand US                      Asterand, Inc., a Delaware corporation 
                                  (organisational number 3223748) 
BioSeek                          BioSeek, LLC, a California limited 
                                  liability company (organisational 
                                  number 200931710007) 
BioSeek Acquisition              the acquisition of the BioSeek Business 
                                  by the Company and certain of its 
                                  affiliates pursuant to an agreement 
                                  and plan of merger dated 17 November 
                                  2009 
BioSeek Business                 the business of applying predictive 
                                  human biology to drug discovery utilising 
                                  the products and services of BioMAP(R) 
BioSeek Loan Notes               the subordinated secured promissory 
                                  notes issued by the Company to the 
                                  BioSeek Loan Note Holders dated 22 
                                  July 2011 amounting to USD6,989,000 
BioSeek Loan Note Holders        the holders of the BioSeek Loan Notes 
BioSeek Shareholders             the shareholders of BioSeek as at 
                                  the completion of the BioSeek Acquisition 
Board                            the board of Directors of the Company 
                                  from time to time 
Buyers                           the UK Buyer and the US Buyer 
Buying Group                     Stemgent and the Buyers 
Circular                         the circular to be posted to Shareholders, 
                                  in due course, in connection with 
                                  the Disposal 
Company or Asterand              Asterand plc, a public limited company, 
                                  incorporated and registered in England 
                                  (registered number 3355618) 
Completion                       the completion of the Disposal in 
                                  accordance with the terms of the Disposal 
                                  Agreement 
Completion Date                  the date of Completion 
Continuing Group                 the Group following the Disposal 
Deferred Consideration           the contingent payment of USD8,523,980 
                                  required to have been made by the 
                                  Company to the BioSeek Shareholders 
                                  pursuant to the BioSeek Acquisition 
Directors                        the existing Directors of the Company 
Disclosure and Transparency      the disclosure rules and transparency 
 Rules                            rules made by the FSA pursuant to 
                                  Part VI of the Financial Services 
                                  and Markets Act 2000, as revised from 
                                  time to time 
Disposal                         the proposed disposal of the assets 
                                  of the Human Tissue Business pursuant 
                                  to the Disposal Agreement 
Disposal Agreement               means the conditional asset purchase 
                                  agreement dated 10 June 2012 and made 
                                  between the Selling Group and the 
                                  Buying Group 
Disposal Resolution              the resolution to approve the Disposal 
FSA                              the UK Financial Services Authority 
General Meeting                  the general meeting of Asterand convened 
                                  for the purpose of considering, inter 
                                  alia, the Disposal Resolution, notice 
                                  of which will be set out at the end 
                                  of the Circular 
Group                            the Company and each of its subsidiary 
                                  undertakings (within the meaning of 
                                  the Act) at the date of this announcement 
Human Tissue Business            the Human Tissue Products Business 
                                  Unit and the Human Tissue Services 
                                  Business Unit 
Human Tissue Products            the human tissue products business 
 Business Unit                    unit of the Sellers, including, without 
                                  limitation, the products XpressBANK(TM) 
                                  and ProCURE(TM) 
Human Tissue Services            the human tissue services business 
 Business Unit                    unit of the Sellers, including, without 
                                  limitation, the services offered under 
                                  the service mark PhaseZERO(TM) 
Listing Rules                    the listing rules of the UKLA under 
                                  section 74 of the Financial Services 
                                  and Markets Act 2000 
London Stock Exchange            London Stock Exchange Plc 
Main Market                      the London Stock Exchange's market 
                                  for listed securities 
Official List                    the list maintained by the Financial 
                                  Services Authority in accordance with 
                                  section 74(1) of the Financial Services 
                                  and Markets Act 2000 
Ordinary Shares                  ordinary shares of 5 pence each in 
                                  the capital of the Company 
Secured Debt                     the sum, in aggregate, owed to SVB 
                                  and the BioSeek Loan Note Holders, 
                                  amounting to USD9,039,000, in respect 
                                  of which notices of default were received 
                                  by the Company in October 2011 
Secured Lenders                  SVB and the BioSeek Loan Note Holders 
Sellers                          Asterand UK and Asterand US 
Selling Group                    the Company and the Sellers 
Shareholders                     holders of Ordinary Shares 
Silicon Valley Bank              Silicon Valley Bank, a California 
 or SVB                           corporation, being a member of the 
                                  SVB Financial Group 
Stemgent                         Stemgent, Inc., a Delaware corporation 
                                  (organisational number 4438247) 
SVB Debt                         all debts owed to SVB amounting to 
                                  USD2,050,000 
UK or United Kingdom             the United Kingdom of Great Britain 
                                  and Northern Ireland 
UK Buyer                         Asterand UK Acquisition Limited, a 
                                  private limited company, incorporated 
                                  and registered in England (registered 
                                  number 8092729) and a wholly owned 
                                  subsidiary of Stemgent 
US or United States              the United States of America 
US Buyer                         Asterand US Acquisition Corporation, 
                                  a Delaware corporation (organisational 
                                  number 5163312) and a wholly owned 
                                  subsidiary of Stemgent 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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