Dec. 21, 2005 – Oxonica plc (AIM:OXN), a nanomaterials developer and provider, announced that it has signed an agreement to acquire Nanoplex Technologies Inc., a developer of novel encoded nanoparticles. Nanoplex will be renamed Oxonica Inc. and will be headquartered in Mountain View, Calif., where Nanoplex has been based.
Combining the two companies is intended to help spur the development of detection technologies and the creation of new diagnostic tools, according to an Oxonica release. Such tools would be intended to bridge the healthcare market from drug discovery to the clinical laboratory and point-of-care.
Whereas the Oxford, England-based Oxonica has commercialized nanomaterials for use in cosmetics and as fuel additives, Nanoplex is known for its surface enhanced raman scattering nanotags and nanobarcodes nanoparticles.
The acquisition, said David Browning, chief executive of Oxonica Healthcare, in a prepared statement, “complements our core strength in multiplexed biolabeling while providing us a base from which to develop sales of the Group’s product portfolio in the United States.”
Under the terms of the acquisition, Michael Natan will be named president of Oxonica Inc., reporting directly to Kevin Matthews with operational direction from David Browning, CEO of Oxonica Healthcare. Additionally, Nanoplex Chairman Gordon Ringold will join the board of directors of Oxonica plc.
“Nanoplex’s longstanding goal has been to develop valuable products based on our metal particle nanotechnologies, with an emphasis on the diagnostics and brand security markets,” said Michael Natan, founder of Nanoplex, in a prepared statement, “…Adding Oxonica’s management expertise and sales and marketing infrastructure to Nanoplex’s IP base and know-how in nanomaterials, bioassays, optical engineering, and software will allow us to develop better products in a shorter time frame and with greater global reach.”
Under the agreement, Oxonica plc will pay up to 7,538,440 million shares — equivalent to about 17 percent of the new, combined company. The deal is expected to be completed by the end of January.
The transaction is slated to take place in three steps. An initial payment will be made at the time the deal is completed. Secondly, $4 million worth of Oxonica shares will be issued during the 18 months after completion of the deal, contingent upon meeting certain revenue milestones. Finally, 753,844 shares will be issued 12 months after completion, contingent on the company meeting other requirements.
– David Forman