17th Aug 2005 07:00
Company Health Group PLC17 August 2005 Embargoed until: 0700h, 17 August 2005 Company Health Group PLC ("Company Health" or "the Company") Acquisition of Milligan & Hill Ltd ("Milligan & Hill") Company Health, an established provider of occupational health services tocorporates and testing services to life assurance providers, announces that ithas today completed the acquisition of the entire issued share capital ofMilligan & Hill for a maximum consideration of £1,037,400 (including aperformance related earn out of £350,000 ) to be satisfied by a mixture of cashand shares, further details of which are set out below. This is the firstacquisition by Company Health since its reverse takeover of Reversus plc inApril 2005, pursuant to its strategy of increasing its market share ofoccupational health services through both organic growth and the acquisition ofsmall to medium sized companies. Milligan & Hill's principal business comprises the following services, which areprovided from either its central clinic at St Helen's Place, London or as anin-house service: •physiotherapy; •ergonomics; •podiatry; and •sports massage. Milligan & Hill was founded in 1992 and employs 13 people and 28 contractors. Itis owned by Helen Milligan and Anthony Husband, both of whom will remain withthe business with Anthony Husband assuming the role of Managing Director. In the twelve month period to 30 September 2004, Milligan & Hill had auditedturnover of £690,339, a profit before exceptional items, goodwill amortisationand tax of £120,943 and a profit before tax of £73,029. As at 30 September 2004,Milligan & Hill's net assets were £53,573. The current year's trading has shownsteady growth. The total initial consideration for the acquisition is £262,400 in cash plus theissue of 1,000,000 new Company Health ordinary shares of 1p each in the capitalof the Company (the "Consideration Shares"). The Consideration Shares are valuedat £75,000 based on the average closing offer price of 7.5 pence over the fivebusiness days preceding completion. The Consideration Shares will be subject toa twelve month period during which they may only be disposed of with the priorconsent of Arden Partners, Company Health's broker. An application is being madeto the London Stock Exchange for the Consideration Shares to be admitted to AIM. Up to £150,000 of additional cash and £550,000 of additional share considerationat the then trading price may be payable dependent upon the achievement ofcertain performance targets related to the results of Milligan & Hill for theyear ending 30 September 2006. These payments are being funded by a combinationof the Company's existing cash resources and acquisition finance provided byHSBC. Commenting on the acquisition, Ralph Gough, Chairman and Chief Executive ofCompany Health, said: "We are delighted to welcome Milligan & Hill to the Group.This acquisition will allow Company Health to expand the breadth of its offeringto its current clients with an integrated rehabilitation service whilst allowingaccess to clients within the City of London, an area in which Company Health hasnot previously provided its services. "As our first acquisition since the reversal in April 2005, Milligan & Hilldemonstrates the success of our 'Buy and Build' strategy, providing the Groupwith new revenue streams and market opportunities. We are confident thatMilligan & Hill will provide a significant contribution to the Group in theyears to come. "Current trading is going well across the Group and we will update shareholdersin more detail at the time of our interim results in September." For further information please contact: Company Health Ralph Gough, Chairman and CEO 020 7553 8820 George Gonzalez, Finance Director 07973 346 080 Ubiquity Capital Partners Jason Cale, Director 020 7317 3103 Arden Partners Paul Davies, Director 020 7398 1635 Tavistock Communications John West / Claire Melly 020 7920 3150 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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