EX-99.1
2
es911351ex991.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE
APRIL 4, 2005
ERGO SCIENCE COPORATION
790 Turnpike Street, North Andover MA 01845
(978) 688-8833
Contact: Lisa DeScenza (978) 688-8833
ERGO SCIENCE CORPORATION ANNOUNCES COMPLETION OF THE
ACQUISITION OF THE BUSINESS-TO-BUSINESS PUBLISHING BUSINESS OF
HIGHBURY HOUSE COMMUNICATIONS PLC
NORTH ANDOVER, MA, APRIL 4, 2005 - (Ergo's common stock is traded on NASDAQ's OTC Bulletin Board under the symbol "ERGO") Ergo Science Corporation ("Ergo") today announced that it had completed the acquisition of the business publishing division ("Business") of Highbury House Communications plc ("Highbury House"). The entry of an agreement with respect to the acquisition was announced by Ergo on February 9, 2005. The purchase price paid at closing of £11.459 million (approximately $21.447 million) is subject to a post-closing adjustment based on the actual working capital of the Business on the date of the closing.
The Business, comprising eight
wholly-owned subsidiaries of Highbury House, provides information across a
diverse range of sectors including printed and web-based magazines, data
services and directories, exhibitions, conferences and award ceremonies.
It includes 13 trade names (including: Checkout; Electrical Times; Independent
Retail News; The Motor Ship; World Travel Guide; and Motor Trader); 150 domain
names (including: columbusguides.com; groweroftheyear.com; harpers-wine.com;
motorship.com; motortrader.com; travel-guide.com; and worldfish.com); around 40
magazine titles (including: Motor Trader; World Fishing Magazine; Export Times;
Checkout; World Travel Guide; Television World; and Electronics World); and
around 30 events (including: European Hotel Design Awards; The International
Wine & Spirit Competition; The Retail Industry Awards; Quality Food and
Drinks Awards; and Europe Power Conference and Exhibition)
Forward-Looking Statements
All statements in this press release, other than statements of historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers should not place undue reliance on any forward-looking statements, which speak only as of the date made. Although Ergo believes the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. It is important to note that actual results could differ materially from those expressed or implied by such forward-looking statements. Factors that could cause results to differ materially include without limitation: decreases or changes in demand for Ergo's products and events, changes in market trends, general competitive pressures from existing and new competitors, price volatility of
raw materials and packaging, foreign currency exchange rate fluctuations, future investment returns in pension plans, changes in laws and regulations, adverse changes in operating
performance, adverse economic conditions and other factors. Further information concerning factors that could cause actual results to differ materially from those in the forward-looking statements are contained from time to time in Ergo's filings with the Securities and Exchange Commission. Ergo undertakes no obligation to revise the forward-looking statements to reflect any future events or circumstances. All forward-looking statements attributable to Ergo are expressly qualified in their entirety by this cautionary statement.
About Ergo
Ergo Science Corporation, based in North Andover, Massachusetts, was a biopharmaceutical company developing a novel treatment for metabolic disorders. From incorporation through March 2001, Ergo was engaged in the development of ERGOSET® tablets for the treatment of type 2 diabetes. In March 2001, Ergo decided that the next phase of the development of ERGOSET® would be better undertaken by a company with more experience with human drug development and more resources for regulatory approval and marketing. At the Annual Meeting of Stockholders held on October 15, 2001, stockholders approved the imposition of transfer restrictions on Ergo's common stock. These transfer restrictions were implemented on October 19, 2001. On November 24, 2003, Ergo sold all of its scientific and research assets and certain other intellectual property assets to Pliva d.d., a company organized under the laws of Croatia
("Pliva"). Since that sale, Ergo has been seeking one or more established businesses to acquire using its approximately $26.4 million in cash and cash equivalents. The acquisition of the Business is Ergo's first business since selling its scientific and research assets in November 2003.
For more information about Ergo, please visit www.sec.gov to review Ergo's SEC filings.
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EX - 99 . 1 2 es911351ex991 . htm Exhibit 99 . 1 FOR IMMEDIATE RELEASE APRIL 4 , 2005 ERGO SCIENCE COPORATION 790 Turnpike Street , North Andover MA 01845 ( 978 ) 688 - 8833 Contact : Lisa DeScenza ( 978 ) 688 - 8833 ERGO SCIENCE CORPORATION ANNOUNCES COMPLETION OF THE ACQUISITION OF THE BUSINESS - TO - BUSINESS PUBLISHING BUSINESS OF HIGHBURY HOUSE COMMUNICATIONS PLC NORTH ANDOVER , MA , APRIL 4 , 2005 - ( Ergo 's common stock is traded on NASDAQ 's OTC Bulletin Board under the symbol " ERGO " ) Ergo Science Corporation ( " Ergo " ) today announced that it had completed the acquisition of the business publishing division ( " Business " ) of Highbury House Communications plc ( " Highbury House " ) . The entry of an agreement with respect to the acquisition was announced by Ergo on February 9 , 2005 . The purchase price paid at closing of £ 11.459 million ( approximately $ 21.447 million ) is subject to a post - closing adjustment based on the actual working capital of the Business on the date of the closing . The Business , comprising eight wholly - owned subsidiaries of Highbury House , provides information across a diverse range of sectors including printed and web - based magazines , data services and directories , exhibitions , conferences and award ceremonies . It includes 13 trade names ( including : Checkout ; Electrical Times ; Independent Retail News ; The Motor Ship ; World Travel Guide ; and Motor Trader ) ; 150 domain names ( including : columbusguides.com ; groweroftheyear.com ; harpers-wine.com ; motorship.com ; motortrader.com ; travel-guide.com ; and worldfish.com ) ; around 40 magazine titles ( including : Motor Trader ; World Fishing Magazine ; Export Times ; Checkout ; World Travel Guide ; Television World ; and Electronics World ) ; and around 30 events ( including : European Hotel Design Awards ; The International Wine & Spirit Competition ; The Retail Industry Awards ; Quality Food and Drinks Awards ; and Europe Power Conference and Exhibition ) Forward - Looking Statements All statements in this press release , other than statements of historical facts are " forward - looking statements " within the meaning of Section 27A of the Securities Act of 1933 , as amended , and Section 21E of the Securities Exchange Act of 1934 , as amended . Readers should not place undue reliance on any forward - looking statements , which speak only as of the date made . Although Ergo believes the expectations reflected in such forward - looking statements are reasonable , it can give no assurance that such expectations will prove to have been correct . It is important to note that actual results could differ materially from those expressed or implied by such forward - looking statements . Factors that could cause results to differ materially include without limitation : decreases or changes in demand for Ergo 's products and events , changes in market trends , general competitive pressures from existing and new competitors , price volatility of raw materials and packaging , foreign currency exchange rate fluctuations , future investment returns in pension plans , changes in laws and regulations , adverse changes in operating performance , adverse economic conditions and other factors . Further information concerning factors that could cause actual results to differ materially from those in the forward - looking statements are contained from time to time in Ergo 's filings with the Securities and Exchange Commission . Ergo undertakes no obligation to revise the forward - looking statements to reflect any future events or circumstances . All forward - looking statements attributable to Ergo are expressly qualified in their entirety by this cautionary statement . About Ergo Ergo Science Corporation , based in North Andover , Massachusetts , was a biopharmaceutical company developing a novel treatment for metabolic disorders . From incorporation through March 2001 , Ergo was engaged in the development of ERGOSET ® tablets for the treatment of type 2 diabetes . In March 2001 , Ergo decided that the next phase of the development of ERGOSET ® would be better undertaken by a company with more experience with human drug development and more resources for regulatory approval and marketing . At the Annual Meeting of Stockholders held on October 15 , 2001 , stockholders approved the imposition of transfer restrictions on Ergo 's common stock . These transfer restrictions were implemented on October 19 , 2001 . On November 24 , 2003 , Ergo sold all of its scientific and research assets and certain other intellectual property assets to Pliva d . d . , a company organized under the laws of Croatia ( " Pliva " ) . Since that sale , Ergo has been seeking one or more established businesses to acquire using its approximately $ 26.4 million in cash and cash equivalents . The acquisition of the Business is Ergo ' s first business since selling its scientific and research assets in November 2003 . For more information about Ergo , please visit www.sec.gov to review Ergo ' s SEC filings . 2