UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the Month of May
Commission File Number 000-50994
BioProgress PLC
(Translation of registrant’s name into English)
15-17 Cambridge Science Park
Milton Road, Cambridge CB4 0FQ
United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark whether registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):N/A
.For Immediate Release 21 May 2007
BioProgress plc
(BioProgress' or the 'Company')
Acquisition of PharmaHerb Limited
London, UK, 21 May 2007: BioProgress (AIM: BPRG; NASDAQ: BPRG), the specialty pharma and healthcare company today announces the acquisition of PharmaHerb Limited ("PharmaHerb"), a UK-based vitamin and nutritional business. The consideration for the acquisition was £600,000 which has been settled by £150,000 cash and the issue of 694,981 ordinary shares of the Company with a value of £450,000. Application will be made for these new ordinary shares to be admitted to trading on the AIM market of the London Stock Exchange. It is expected that dealings will commence on 24 May 2007. PharmaHerb is a specialist 'Over-the-Counter' ("OTC") products company, whose core activities include product formulation, manufacturing and packaging. The acquisition includes PharmaHerb's Kudos range of brands together with its sales and marketing capabilities. The Kudos brand is a premier label business focused on the promotion of vitamin and nutritional products through established and diversified distribution channels. These distribution channels include niche health shops, pharmacies as well as supermarket chains. The business also has a direct-to-consumer internet sales capability (www.kudosvitamins.com). The acquisition of PharmaHerb creates an OTC platform for the Company with established sales and marketing channels which will allow BioProgress to directly market its own OTC ranges into its domestic market. Pharmaherb acquired the assets of Kudos in March 2007 which included packaging equipment, stock, formulations, intellectual property as well as sales and marketing agreements and established channels to the OTC consumer market. The sales of Pharmaherb are negligible (2006 sales of Kudos were £255,000 and the business invested approximately £1m in capital for assets and infrastructure growth), however, the assets represent an operating infrastructure and thus a low cost entry into the UK market. BioProgress expects to utilise these assets immediately to create strong organic growth. Combining the Kudos and Dexo product ranges will provide a broader product portfolio to further develop and expand the acquired sales and distribution capabilities. In particular the business will be used as a base to launch future UK Soluleaves™, Meltums and other XGEL enhanced OTC products. The acquisition is analogus to that of DMPL earlier in the year and will provide a significant distribution channel for the MINCI DIET product range as well as supporting the co-promotion of 'SlimThru' obtained through a partnership agreement with Melbrosin International, announced earlier this year. Richard Trevillion, Chief Executive Officer said: "The acquisition of PharmaHerb Limited and the Kudos brand are an important step as a launch pad for our own XGEL™ OTC products and to generate revenues within the UK market place. The acquisition further strengthens our position and reflects our drive into the growing niche branded OTC market. The established distribution channels that come with this acquisition allows us greater and more rapid market access for our growing product portfolio." For further information: BioProgress Plc + 44 (0) 20 7098 9881 Richard Trevillion, CEO Steve Martin, CDO Hiral Patel, CFO Buchanan Communications + 44 (0) 20 7466 5000 Rebecca Skye Dietrich Mark Court About BioProgress BioProgress plc is an innovative specialty pharmaceutical and healthcare business based around its platform technologies in polymer and film systems. Listed on London's AIM in May 2003 and on US NASDAQ in October 2004, the company has over 80 patents granted or in application within 24 patent families and has product development agreements and strategic alliances with several global companies. As a virtually integrated business, BioProgress has acquired sales and marketing resources within Europe and the US as a launch mechanism for its own pharmaceutical products. The business continues to develop innovative delivery mechanisms using its XGEL™ polymer technology, replacing the need to use animal-derived gelatine in pharmaceutical and healthcare products. For further information please go to www.bioprogress.com Forward-Looking Information. The Ordinary Shares of BioProgress plc are registered under the US Securities and Exchange Act of 1934. To the extent that this announcement contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, this paragraph applies. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained in the forward-looking statements. The forward-looking statements in this release include statements addressing future financial and operating results and the timing and benefits of the reorganisation. Detailed information about factors pertinent to the business of the company that could cause actual results to differ is set forth in the Company"s filings with the Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaim any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise. This announcement is for information only and does not constitute an offer or invitation to acquire or dispose of any securities or investment advice. The distribution of the announcement and/or issue of securities in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about and to observe such restrictions. END
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
