Acquisition of technology-led genetic testing platform and personalised nutrition company
28 June 2021
MyHealthChecked Plc (AIM: MHC), the consumer home-testing healthcare company, announces the acquisition ("Acquisition") of 100% of the outstanding share capital of Nell Health Ltd ("Nell Health"), a provider of genetic testing and personalised nutrition consultancy services, for an initial consideration of £1.202m, comprising £1.152m in payable in shares and £0.05m in cash, and a deferred consideration of up to £1.0m payable in shares and linked to performance milestones.
Nell Health, based in New Covent Garden Market, has developed an innovative technology platform that offers users personalised accessible and actionable outcomes to improve health and wellness based on information gathered from a Nell Health DNA test. Customers taking a test are provided with diet and exercise insights by experts, based on the analysis of DNA relating to nutrition including food intolerance, potential vitamin deficiencies and exercise types that suit that individual's body.
Nell Health's platform draws from multiple databases to create dynamic information that is updatable. The innovative way that the platform has been built means that as the platform and the portfolio develop, the technology adapts to further optimise the customer experience, and deliver an holistic approach for the end-user.
The transaction gives MHC full ownership of the platform and tests developed to date, which will be processed in the company's Manchester laboratory. The Nell Heath products and services will be available once transfer to the MHC laboratory is complete. Key Nell Health personnel will join the team including CEO Laura Moore who will join MHC as a Non-Executive Director from October 2021, and Samuel Colvin who will lead the company's technology development as Chief Technology Officer with immediate effect. Isabela Ramos will join the executive team as Technical Product Manager, and Medical Doctor Gavin Ralston, and Nutritional Geneticist Yiannis Mavrommatis will join MHC's Advisory board. For more information visit: https://nellhealth.com/
Penny McCormick, Chief Executive Officer of MyHealthChecked Plc, said:
"The acquisition of Nell Health brings us ownership of a bespoke, sophisticated platform that will enable us to retain full ownership and IP for all of our future digital technology. Laura has led the team in the development of a strong testing panel and app, and done so with a level of scientific rigour that has been 100% in line with the standards and ethos of MHC and The Genome Store, which we acquired at the end of last year.
"Samuel is exceptionally talented and has developed a platform that we are not only excited to be building upon, but which also marks the evolution of MHC further towards the healthcare technology space. Laura and Samuel, alongside Isabela, Gavin and Yiannis bring a high level of experience, along with a passion and drive, that is highly complementary to our existing portfolio, brand and ethos, and we are delighted to be welcoming them to MHC".
The Acquisition further supports one of the Company's key strategic areas of focus: the growth of the overall product portfolio into wider other areas of personalised health and wellbeing. The Acquisition also sits well alongside MyHealthChecked's home administered postal genomic testing services, integrated into the business following the acquisition of The Genome Store in November 2020, and currently with its COVID-19 sample collection kit and service sold direct to consumer and via Boots, the leading high street pharmacy retailer. Nell Health is set up to provide services to health providers and professional, private nutrionists and dietitians, corporate customers for workplace wellbeing programmes, as well as selling directly to individual consumers. The portfolio will launch under the MHC brand in 2022.
Laura Moore, CEO of Nell Health, further commented:
"Nell has spent almost 4 years developing in-house science and actionable behavioural linkages, including our combined genetic and wellness tracking tests, whilst building a tech platform that is built to scale as the science and consumer experience progresses. With a powerful set of goal and partner services in the pipeline, we look forward to working with the experienced MyHealthChecked team to collaborate in joint launches and to scale these in the future. Both teams share a passion for this fast-paced space where we can help people to actively manage their wellbeing and to improve their lives every day.
"Since I met Penny and the MyHealthChecked team earlier this year, the synergies between our businesses have always been clear. This deal presents an exciting opportunity for both our teams to innovate faster, expand capabilities and win in the rapidly growing consumer wellness space in the UK and with ambitions for expansion internationally."
The initial consideration comprises £1.202m to be paid upfront upon completion, along with a deferred consideration element of up to £1.0m subject to agreed performance milestones being met. The initial consideration is to be satisfied by the issue of 27,842,931 new ordinary shares of 0.1p each ("Initial Consideration Shares") in the capital of the Company at a price of 4.1375p per share. This represents a premium of 14.9 % to the closing mid-market price of 3.6 pence on 25 June 2021, the latest practicable date prior to the signing of the sale & purchase agreement.
The Initial Consideration Shares will be subject to a Lock In for a period of six months from Completion for 15,955,087 shares and 12 months from Completion for 11,887,844 shares which will be held by members of Nell Health's management. Completion is expected to take place on 2 July 2021, being the date of Admission.
The deferred consideration is payable against the achievement of revenue targets ranging from £0.8m to £1.6m for 2022 together with other operational criteria including new test development, commercialisation targets and developments to the existing technology platform. The deferred consideration will be satisfied in new Ordinary Shares ("Deferred Consideration Shares") at a price based on the the average mid-market closing price of ordinary shares over the period of 45 days immediately preceding the date of their allotment.
The Deferred Consideration Shares will be subject to a Lock In for a period of between six and twelve months from allotment.
Financial information for Nell Health
Nell Health was incorporated in June 2017. Filed unaudited accounts for the year ended June 2020 showed revenue of £6,913 and a net loss before tax of £203,657. As at 30 June 2020 Nell Health had a net asset value of £(200,020) (net liability). £728,250 of shareholder loans will be converted to shares in Nell Health ahead of the Acquisition completing.
Admission of the New Ordinary Shares to trading on AIM and Total Voting Rights
Application will be made for admission ("Admission") of the 27,842,931 Initial Consideration Shares to be issued on the AIM Market of the London Stock Exchange. Admission is expected to take place on or around 2 July 2021.
The new Ordinary Shares will, when issued, be credited as fully paid and will rank equally in all respects with the existing Ordinary Shares, including the right to receive any dividend or other distribution declared, made or paid after Admission.
For the purposes of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs"), the issued ordinary share capital of the Company following Admission will consist of 753,088,967 Ordinary Shares with voting rights attached (one vote per Ordinary Share). There are no Ordinary Shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the DTRs.
Penny McCormick, Chief Executive Officer
via Walbrook PR
Gareth Davies, Chief Financial and Operations Officer
SPARK Advisory Partners Limited (NOMAD)
Tel: +44 (0)20 3368 3550
Oberon Capital Ltd (Broker)
Tel: +44 (0)203 179 5344
Walbrook PR Ltd (Media & IR)
Tel: +44 (0)20 7933 8780 or [email protected]
Paul McManus / Alice Woodings
Mob: +44(0)7980 541 893 / +44 (0)7407 804 654
About MyHealthChecked PLC (www.myhealthcheckedplc.com)
MyHealthChecked PLC, based in Cardiff, is an AIM-quoted pioneering UK healthcare company focused on a range of at-home healthcare and wellness tests.
MyHealthChecked is the umbrella brand of a range of at-home DNA and RNA tests, now in development following the acquisition of The Genome Store in November 2020. The tests will be made available online, and would be viable for over the counter purchase.
The MyHealthChecked portfolio has been identified as part of a change in mindset as customers become more familiar with the concept of accessible healthcare in the growing at home testing kit market with a focus on accessibility at the right price, led by UK-based experts.