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Simulations Plus Closes Acquisition of Cognigen Corporation
|By Business Wire
|September 2, 2014 02:30 PM EDT
Simulations Plus, Inc. (NASDAQ: SLP), a leading provider of simulation
and modeling software for pharmaceutical discovery and development,
today announced that the Agreement and Plan of Merger (the “Agreement”)
Corporation of Buffalo, New York, announced on July 23, 2014, has
been closed as of today and the two companies are now merged.
Pursuant to the Agreement, upon closing, Cognigen has become a
wholly-owned subsidiary of Simulations Plus and will continue to operate
under the Cognigen name. As a result of this accretive acquisition, the
total number of Simulations Plus employees is increasing from 30 to 65,
and it is expected to add approximately $5 million to the revenues of
the combined company in the coming fiscal year.
Walt Woltosz, chairman and chief executive officer of Simulations Plus,
Inc. said, “This is an exciting step forward for both Simulations Plus
and Cognigen. Dr. Thaddeus (“Ted”) Grasela, the former President of
Cognigen, has been appointed President of the combined companies and
will join the board of directors to replace Virginia Woltosz, who is
retiring from her position on the board. I will remain as Chairman and
CEO. At my request, my new contract reduces my time to 60% of my
productive time. I look forward to working with Ted and the management
teams of both companies, especially devoting my time to products,
services, and business development.”
Dr. Grasela added, “I am pleased to be appointed President of the
combined companies and I look forward to working with Walt and the board
of directors to ensure the continued success of our company. I am
excited about the opportunities this merger affords for the future of
clinical pharmacology. The recent push by regulatory agencies to use
physiologically based pharmacokinetics (PBPK), a strength of Simulations
Plus, in clinical pharmacology, a strength of Cognigen, makes the timing
of this merger ideal.”
The Agreement called for the merger of Cognigen with and into a
wholly-owned subsidiary of Simulations Plus with the subsidiary
continuing as the surviving corporation.
Under the terms of the Agreement, Simulations Plus will pay the
shareholders of Cognigen total consideration of $7,000,000, comprised of
$2,800,000 of cash and $4,200,000 worth of newly-issued, unregistered
shares of common stock of Simulations Plus. The Agreement provides that
$1,800,000 of the total consideration will be held back for two years to
satisfy any indemnifiable claims that may arise pursuant to the terms of
Excel Partners, an investment bank with offices in New York and Los
Angeles, acted as exclusive financial advisor to Simulations Plus in
connection with this transaction.
About Simulations Plus, Inc.
Simulations Plus, Inc., is a premier developer of groundbreaking drug
discovery and development simulation and modeling software that is
licensed to and used in the conduct of drug research by major
pharmaceutical, biotechnology, agrochemical, and food industry companies
worldwide. Simulations Plus is headquartered in Southern California and
trades on the NASDAQ Capital Market under the symbol “SLP.” For more
information, visit our Web site at www.simulations-plus.com.
About Cognigen Corporation
Cognigen Corporation was founded in 1993 in Buffalo, New York and has
grown to become one of the leading providers of clinical trial data
analysis. The services of the company are well-recognized as providing
analysis and reports that are tailored to the expectations of regulatory
agencies so that reports are submitted in a manner that minimizes
follow-up questions from regulators, saving sponsors considerable time
and money in getting new pharmaceutical products to market. More
information is available on the company’s Web site at www.cognigencorp.com.
Safe Harbor Statement Under the Private Securities Litigation Reform
Act of 1995 – With the exception of historical information, the
matters discussed in this press release are forward-looking statements
that involve a number of risks and uncertainties. Words like “believe,”
“expect” and “anticipate” mean that these are our best estimates as of
this writing, but that there can be no assurances that expected or
anticipated results or events will actually take place, so our actual
future results could differ significantly from those statements. Factors
that could cause or contribute to such differences include, but are not
limited to: our ability to maintain our competitive advantages,
acceptance of new software and improved versions of our existing
software by our customers, the general economics of the pharmaceutical
industry, our ability to finance growth, our ability to continue to
attract and retain highly qualified technical staff, our ability to
properly manage the new combined company, and a sustainable market.
Further information on our risk factors is contained in our quarterly
and annual reports as filed with the U.S. Securities and Exchange
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