4d pharma (AIM: DDDD), a pharmaceutical company focusing on significant new therapeutic areas, is pleased to announce that it has today acquired the entire issued share capital of The Microbiota Company Limited ("Microbiota"), for a consideration of approximately £0.96 million (equivalent to 1.2 million euros), which, together with the effective assumption of the obligations of a Loan (details of which are set out below) gives an effective total consideration of £2.04 million (equivalent to 2.55 million euros) from a group of individuals, none of whom are connected to 4d pharma (the "Acquisition").
The £0.96 million (equivalent to 1.2 million euros) consideration for the Acquisition was satisfied by the issue of 509,285 new ordinary shares in the capital of 4d pharma ("4d pharma Shares"), with each 4d pharma Share being issued at £1.885, being the average mid-market price of a 4d pharma Share for the 5 business days immediately preceding completion of the Acquisition.
Immediately prior to the Acquisition, 4d pharma made a loan of £1.08 million (equivalent to 1.35 million euros) to Microbiota (the "Loan") which was fully drawn down and utilised by Microbiota to secure all of the rights it has over a live biotherapeutic. The Loan is unsecured, repayable together with interest accrued thereon on 31 July 2018 by Microbiota and has a coupon of 4% per annum above Bank of England base rate. Following the Acquisition Microbiota will be a wholly owned subsidiary of 4d pharma and the Loan will therefore be an intra-group debt and not recoverable from any third party. Application has been made for the new ordinary shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will take place on 24 July 2014.
Microbiota is a new company that was formed to acquire and develop a patented bacteria aimed at treating irritable bowel syndrome and related symptoms, which was developed by the French National Institute for Agricultural Research (INRA). The company has not yet traded and therefore has no historical profit or losses.
Duncan Peyton, Chief Executive Officer of 4d pharma commented: "4d pharma continues to work exclusively in the new drug class of live biotherapeutics. This acquisition further complements our unique platform technology and strengthens our portfolio of drug candidates in development, which we believe could transform treatment options for patients by addressing the underlying causes of disease. This acquisition and the continued development of our platform and pipeline will reshape the areas of medicine we focus on and build on 4d pharma's position as the leader in this emerging field."
Following Admission, the Company's issued share capital will consist of 52,092,119 ordinary shares. There are no ordinary shares held in treasury. Therefore, in accordance with the FCA's Disclosure and Transparency Rule 5.6.1, the Company confirms that following Admission, the total number of voting rights in the Company will be 52,092,119.
Exchange rate used: £1 : 1.25€