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Cello Health settles with Access Intelligence over Pulsar sale
6th Feb 2020 11:21
(Sharecast News) - Healthcare-focussed advisory group Cello Health updated the market on post-completion adjustments in its sale of the Pulsar platform to Access Intelligence on Thursday.
The AIM-traded firm sold Pulsar - an audience intelligence and social media listening software business - to Access Intelligence on 2 October for £4.5m in Access shares, subject to a cash adjustment for any difference from the agreed target level of net current assets at completion.
It explained that, following an approach from Access Intelligence, the decision to sell Pulsar was made as the business was deemed to have become a non-core business outside of Cello's scope of strategic focus, with a business model that was different to the rest of the company.
"The management team of Pulsar and the group were in agreement that Access Intelligence would be a more appropriate parent company to fully exploit the significant software opportunity offered by Pulsar," the board said in its statement.
Cello said it had now finished its review of the completion balance sheet prepared by Access, and had also engaged with Access and its advisers over adjustments to the purchase price following the completion of the review.
As a result, Cello had reached agreement to make a net cash payment of £1.6m for a corresponding net asset shortfall below the agreed target level of net current assets at closing.
In addition, the group and Access agreed to a reduction in the purchase price through 4,076,238 Access shares being bought back by Access Intelligence.
The consideration being received for the shares bought back would be £1.
"The group will retain 4.1 million shares in Access Intelligence after this full and final settlement," the board added.
"As previously announced, the results of Pulsar for 2019 will be accounted for as a discontinued operation in the group's financial statements for the year ended 31 December 2019.
"The agreed adjustments to the purchase price will result in an increased loss on discontinued operations."
Cello Health said it will announce its audited full-year 2019 preliminary results on 18 March, which were expected to be in line with the "strong" 2019 trading performance announced on 16 January.
At 0947 GMT, shares in Cello Health were down 3.53% at 136.5p.
The AIM-traded firm sold Pulsar - an audience intelligence and social media listening software business - to Access Intelligence on 2 October for £4.5m in Access shares, subject to a cash adjustment for any difference from the agreed target level of net current assets at completion.
It explained that, following an approach from Access Intelligence, the decision to sell Pulsar was made as the business was deemed to have become a non-core business outside of Cello's scope of strategic focus, with a business model that was different to the rest of the company.
"The management team of Pulsar and the group were in agreement that Access Intelligence would be a more appropriate parent company to fully exploit the significant software opportunity offered by Pulsar," the board said in its statement.
Cello said it had now finished its review of the completion balance sheet prepared by Access, and had also engaged with Access and its advisers over adjustments to the purchase price following the completion of the review.
As a result, Cello had reached agreement to make a net cash payment of £1.6m for a corresponding net asset shortfall below the agreed target level of net current assets at closing.
In addition, the group and Access agreed to a reduction in the purchase price through 4,076,238 Access shares being bought back by Access Intelligence.
The consideration being received for the shares bought back would be £1.
"The group will retain 4.1 million shares in Access Intelligence after this full and final settlement," the board added.
"As previously announced, the results of Pulsar for 2019 will be accounted for as a discontinued operation in the group's financial statements for the year ended 31 December 2019.
"The agreed adjustments to the purchase price will result in an increased loss on discontinued operations."
Cello Health said it will announce its audited full-year 2019 preliminary results on 18 March, which were expected to be in line with the "strong" 2019 trading performance announced on 16 January.
At 0947 GMT, shares in Cello Health were down 3.53% at 136.5p.