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Mergers and Acquisitions

Date: 2014-08-05

Type of information: Company acquisition

Acquired company: Cardinal Systems (France)

Acquiring company: Venn Life Sciences (Ireland)

Amount: €672,780

Terms:

* On August 5, 2014, Venn Life Sciences, a growing Clinical Research Organisation (CRO) providing clinical trial management and resourcing solutions to pharmaceutical, biotechnology and medical device clients, announced the acquisition of Cardinal Systems, a France based CRO specialising in Data Management and Randomisation systems. Under the terms of the acquisition Venn has subscribed for €200,000 of new ordinary shares in Cardinal and has purchased existing shares in Cardinal for a consideration of €272,780. The total consideration will be paid in cash from existing funds and following this subscription and purchase of new shares Venn will own 79.8% of the enlarged share capital of Cardinal.
On 30 September 2014 Venn will subscribe cash for a further €200,000 of new Cardinal shares increasing its shareholding to 85.2%. Venn has a call option over the remaining 14.8% the consideration for which would be based on the financial performance of Cardinal for the year to 30 September 2015.

Details:

The acquisition extends Venn’s service offering into Data Management and Randomisation, a customer requirement that was previously outsourced, and so further strengthens the Company’s position as a leading full-service European CRO. Founded in 1996 and based in Paris, Cardinal brings significant experience of Data Management and Randomisation into the Venn fold, increasing Venn’s capacity to bid for larger international clinical trials with an in-house full-service offering. Cardinal is well known for its enhanced technological systems and adeptness at managing multiple sites and has an active global client base including large & mid-sized Pharmaceutical companies, governmental organisations, non-profit organisations and biotechnology firms. The addition of these services as a core service offering further emphasises Venn’s status as a full service pan-European CRO. In the year to 30th September 2013 Cardinal recorded a loss before tax of €444k. Since then Cardinal has undertaken a significant restructuring and accordingly this acquisition is expected to be earnings enhancing in its first full year. The Cardinal team will continue to be based out of the Paris office and will work in tandem with each of the Venn offices across Europe.

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Is general: Yes