Visiomed Group Limited and Clinical Cell Culture today announced a merger proposal by way of schemes of arrangement under which C3 will make offers to acquire all of the issued securities in Visiomed. Under the terms of the proposed schemes of arrangement ("Schemes"), Visiomed shareholders will receive 5 C3 shares for every 7 Visiomed shares held. Holders of Visiomed listed options will receive 5 new C3 options for every 7 listed Visiomed options they hold.

In addition to the Visiomed listed options, Visiomed has unlisted options which will be dealt with via individual conditional agreements.
Upon completion of the merger, Visiomed shareholders will own approximately 53% of the expanded company and C3 shareholders will own approximately 47%.

The schemes of arrangement will be subject to conditions including:
• satisfactory completion of due diligence by the Boards of both companies;
• Visiomed security holder approvals and court approvals in respect of the Schemes;
• all relevant regulatory approvals; and
• other conditions customary for a public transaction of this nature.

Visiomed and C3 have entered into a Merger Implementation Agreement and the parties have agreed to share all of the costs of the merger and implementation of the Schemes.

Visiomed CEO Dr Bill Dolphin said the merger represented an outstanding opportunity for the Company’s shareholders. “C3’s offer provides Visiomed the opportunity to extend our product portfolio and fast track the expansion of our flagship Funhaler® and Breath-A-Tech asthma spacer products into international markets,” said Dr Dolphin.
“C3 is based in the UK, has significant experience in the medical device arena, a thorough understanding of the European market and a comprehensive infrastructure and sales network already in place – all of which will be of enormous immediate benefit to Visiomed’s sales and marketing efforts in the region. In turn, C3 will benefit from Visiomed’s existing product revenue stream, our presence in and familiarity with the US medical market, and our knowledge and experience in working with the US FDA regulatory process.”

Dr Dolphin said that given C3’s strong cash position, the merger would also provide Visiomed with added financial capability to support further profitable growth. “This merger is in line with our stated strategy of pursuing partnerships and strategic alliances with companies that operate in the medical device space and that provide Visiomed with the ability to grow the business on an international scale,” he said. “We are excited at the prospect of merging our business with C3 and believe the offer provides an excellent opportunity for Visiomed shareholders to maximise the value of their investment while also becoming part of a larger, more progressive biomedical company.”

C3 Chief Executive Officer Andrew Cannon said the merger of the two organisations would create a medical device group with increasing revenue and a strong cash position – placing both companies in a stronger position for growth. “This is a merger of two similar medical device companies – C3 a producer of tissueengineered products and Visiomed a producer of respiratory devices,” said Mr Cannon. “The strategy is to create a stronger, more financially robust company and a stronger balance sheet, better cashflows and a more attractive investment for shareholders of both organisations.”

Mr Cannon said C3 believed there was enormous potential for Visiomed’s asthma spacer products. “There are distribution agreements already in place throughout North America, Europe, the Middle East and Australasia. As well as diversifying our existing product range, the merger will provide C3 with access to additional product revenue streams generated through product sales in Europe and Asia and ahead of FDA approval of ReCell® for the US market,” he said. “We remain committed to the commercialisation of ReCell® and are focused on
securing FDA approval for sale of the product in the US.

“However, as we explained at the time of our strategic review in March 2007, we are also committed to ensuring the company’s cash resources are focused on maximising returns for shareholders and we believe merging with Visiomed is in line with that objective. “We see this merger as very much a win-win situation for both companies and their respective shareholders.”

Benefits to Visiomed shareholders
• Balance sheet to support the implementation of the company’s expansion strategy
• Infrastructure in UK and Europe to provide support for the commercialisation of spacer products: Funhaler® and Breath-A-Tech
• Access to understanding and knowledge of the European biotech market
• Larger scale and greater geographic diversification
• Scale and synergy benefits

Benefits to C3 shareholders
• Builds revenue base
• Immediate access to product revenue streams
• Diversifies C3 range of medical devices
• Leverages C3’s existing European markets infrastructure
• Access to understanding and knowledge of the US biotech market and
regulatory environment
• Improved value proposition
• Diversified shareholder base

The merged entity will be headquartered at C3’s existing head office location in Cambridge, UK. Both companies will continue to trade under their existing business names until completion of the merger and while consideration is given to determining branding for the long term. It is envisaged that both companies will be equally represented at Board level and the current executive directors will share responsibilities.

A transaction timetable will be provided to shareholders in due course.
The C3 shares to be issued as scheme consideration will rank equally with other issued C3 shares and the C3 options will be listed and have an expiry date of 30 March 2008 and exercise price of 24 cents. C3 and Visiomed security holders do not need to take any action at this time. Visiomed security holders will be provided with a Scheme Booklet in due course outlining the proposal in greater detail.

Key steps to be undertaken include:
• lodgement of Scheme documents with ASIC;
• obtaining Court approval to hold the Scheme meetings for security holders to vote on the Schemes;
• obtaining Visiomed security holders approval for the Schemes; and
• if Visiomed security holders approve the Schemes, Court ratification of the Schemes.