Acquisition of ISS

For immediate release                                                                                      16 August 2019

Cello Health plc

("Cello" or the "Group")

Acquisition of ISS

Cello Health plc (AIM: CLL), the healthcare-led advisory group, is pleased to announce the acquisition of the trade and assets of Innovative Science Solutions, LLP ("ISS").

Founded in 2000 by Steven M. Weisman PhD and David H. Schwartz PhD, ISS is a scientific consulting firm specialising in strategic counsel and regulatory support for the healthcare industry in the US. Over that period, it has helped many clients successfully navigate FDA advisory committee meetings. The business also supports healthcare related clients with data provision in mounting legal defence around patent and intellectual property issues. The company is based in Morristown, New Jersey, USA, and employs approximately 10 staff.

Initial consideration of $6.4m is payable in cash, and will be funded from the Company's existing cash and debt facilities. Further cash consideration for surplus working capital will be paid to the vendors on a dollar for dollar basis. In addition, deferred consideration of up to $4.1m will be payable in four tranches, each dependent on financial performance over the periods from 1 August 2019 to 31 July 2024. This deferred consideration will be paid in a minimum of 80% cash, with the balance to be satisfied through the issue of new ordinary shares in Cello.

For the year to 31 December 2018, ISS had an unaudited revenue of $5.0m, net revenue of $4.5m, unadjusted profit before tax of $2.8m and adjusted* operating profit of $1.8 m.  As at 31 December 2018, the Company has unaudited gross assets of approximately $1.7m. It is anticipated that, post completion, ISS's operating profits are likely to be lower than historical levels, reflecting the investment in senior headcount required as the business rapidly develops the scale of its professional base to support its growing client franchise.

The acquisition of ISS reflects Cello's strategy of expanding further in the US and adds a key incremental component to Cello's offering of technical services along critical drug development pathways.  It is anticipated that there will be strong mutual client opportunity over time.

Julia Ralston, CEO of Cello Health US, commented: "We are excited about the acquisition of ISS at this stage in our US evolution.  ISS has built a strong reputation for provision of its scientific consulting services. Adding this technical offer will benefit our clients, particularly by tackling their biggest challenges in navigating critical scientific, commercial, and regulatory pathways to successful commercialisation."  

Steven Weisman PhD, Co-Founder of Innovative Science Solutions, said: "Cello Health's core capabilities and market reach greatly enhance the value we can offer our clients in addressing their scientific needs that span the health care product lifecycle. We are extremely excited to be joining Cello Health."

This announcement contains inside information.

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About Cello Health plc

Cello Health plc is a global healthcare-focused advisory Group comprised of a set of leading clinical, commercial advisory and digital delivery capabilities. Cello Health plc currently services 24 of the top 25 pharmaceutical clients globally, as well as a wide range of biotech, diagnostics, devices and other key non-healthcare clients.

Cello Health plc enables clients to commercialise and differentiate their assets and drive brand success in ever more complex global markets. The business delivers its services through nearly 1,000 highly skilled professionals, utilising latest thinking, technology and digital solutions.

Cello Health plc delivers its services from an office network in the UK, USA, and Asia, with hub offices in New York City, Philadelphia PA, London, Edinburgh, Farnham and Cheltenham.

*Operating profit is adjusted to reflect normalising adjustments necessary to reflect the movement from a partnership to a limited entity