Settlement with Access Intelligence
6th February 2020
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (“MAR”). Upon the publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR.
Settlement with Access Intelligence plc regarding the sale of Pulsar Platform
Cello Health plc (AIM: CLL), the global healthcare-focused advisory group, today announces an update in relation to certain post-completion adjustments in its sale of the Pulsar Platform (“Pulsar”) to Access Intelligence plc (“AI”). The Group sold Pulsar, an audience intelligence and social media listening software business, to AI on 2 October 2019 for £4.5m in AI shares, equating to 8.65m AI shares, subject to a cash adjustment for any difference from the agreed target level of net current assets at completion.
Following an approach to the Group from AI, the decision to sell Pulsar was made as the Pulsar business was deemed to have become a non-core business outside the Group’s scope of strategic focus, with a business model that was different to the rest of Cello. The management team of Pulsar and the Group were in agreement that AI would be a more appropriate parent company to fully exploit the significant software opportunity offered by Pulsar.
The Group has now finalised its review of the completion balance sheet prepared by AI and has also engaged with AI and its advisers regarding adjustments to the purchase price following the completion of the review. As a consequence, Cello has 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 AI have agreed to a reduction in the purchase price through 4,076,238 AI shares being bought back by AI. The consideration being received for the shares being bought back is £1. The Group will retain 4.1 million shares in AI after this full and final settlement. 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.
The Group will announce its audited full year 2019 preliminary results on 18th March 2010, which are expected to be in line with the strong 2019 trading performance announced on 16th January 2020.