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From: Nigel
ArtDate: 5th September 2006
Section: (FILLYABOOTS NEWS RELEASES)
Remote Name: 87.74.114.152
Date: 09/09/06
Time: 16:12
5th September 2006
Premier Bionics - PulmoSonix Disposal
News Item - Conduit PR
Sale of PulmoSonix Pty Limited
The directors of Premier Bionics Limited (“Premier” or the “Company”) are pleased to announce that following a strategic review of the Company’s activities, and focussing particularly on avenues to rapidly improve the value of the respiratory business operated by the Company’s subsidiary, PulmoSonix Pty Limited (“PulmoSonix”), agreements have now been reached which will see the creation of a significant stand alone acoustic-based respiratory medicine company. The agreements involve the concurrent acquisition of Melbourne-based PulmoSonix and Israeli-based KarmelSonix Israel Ltd (“KSI”) by ASX listed company, Salus Technologies Limited (“Salus”) (ASX : SAH).
The disposal of PulmoSonix by Premier will be completed in stages and shares will be issued to Premier based on the achievement of pre-set milestones. The maximum consideration payable amounts to 45.0 million new Salus shares (which, at a notional value of 5c each being the recent price for a placement of new shares in Salus, values PulmoSonix at A$2.25 million) following achievement of the milestones, with 10.0m to be received on settlement and the balance of 35.0m to be issued in 3 tranches. The shares received by Premier will be held in voluntary escrow for a minimum of 12 months and are expected to be retained by the Company after this initial period.
Currently, PulmoSonix’s activities are confined to research and development in the area of respiratory acoustics and as such have operated at a loss. In the year ending 30 June 2005 PulmoSonix reported a loss of approximately A$1.5m and had negative net tangible assets of A$0.4m (as a result of loan funds provided by Premier). Ongoing funding has been provided by a combination of Premier and AusIndustry Research and Development and Commercial Ready Grants. Salus has agreed to provide the required financial support and matching funding to PulmoSonix’s ongoing development activities, especially in respect of the current Pulmoscreen project which is a recipient of a Commercial Ready Grant. The effect of the sale of PulmoSonix will ensure that it eliminates these ongoing costs from Premier’s operations and accounts and will allow Premier to focus on the Medic Vision Pty Limited (“Medic Vision”) business which has entered a new and exciting growth phase continuing to pursue opportunities in the growing medical training market.
Salus will provide ongoing working capital for the operations of PulmoSonix and KSI where the combined activities will create an integrated respiratory medicine company with a strong pipeline of products covering the areas of asthma, chronic obstructive pulmonary disease and sleep apnea. The technologies between the two companies are highly complementary and provide a very strong product development platform with near term commercial outcomes.
The acquisition of PulmoSonix and KSI will be subject to approval by Salus’ shareholders (expected to be in October) and the receipt of all necessary regulatory and other approvals. Following Salus’ acquisition of PulmoSonix and KSI (and completion of its capital raising program), Premier will hold approximately 20% of the enlarged Salus group and the vendor of KSI will hold approximately 36% of the enlarged Salus group.
Following completion of the disposal of PulmoSonix, Premier directors, Mr. Peter Marks (Chairman) and Dr. Henry Pinskier (Non-Executive Director) will be appointed to the board of Salus.
Premier’s preliminary final results for the year ended 30 June 2006 are expected to be released on 13th September 2006.
For further information regarding this transaction please refer to the announcement released by Salus (ASX Code: SAH) or contact:
Mr. Peter Marks, Chairman Premier Bionics Limited – Melbourne Tel: +61 3 9824 8166
David Seal Corporate Synergy Plc – London Tel: 020 7448 4400
Laurence Read Conduit PR Tel: 020 7429 6605
Background on Premier Bionics
Premier Bionics was formed in December 2001 to invest in advanced, Australian-based research in medical devices and diagnostics. The Company listed on the Australian Stock Exchange (ASX: PBI) in May 2002 and listed on AIM (AIM: PBI) in November 2005.
Premier Bionics’ portfolio also includes PulmoSonix Pty Ltd (“PulmoSonix”), and Medic Vision Ltd (“Medic Vision”). PulmoSonix was formed to commercialise respiratory device technology developed at Monash University'. The technology is being developed for emphysema detection, chronic lung disease detection, sleep apnea and other respiratory disorders.
See www.premierbionics.com.au for more details.
Laurence Read Conduit PR Ltd 3rd Floor 76 Cannon Street London EC4N 6AE United Kingdom Direct: +44 (0) 20 7429 6605 Office: +44 (0) 20 7429 6666 Mob: +44 (0) 7979 955 923 Fax: +44 (0) 20 7429 6699 laurence@conduitpr.com
www.conduitpr.com
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