|[July 23, 2014]
Simulations Plus to Acquire Cognigen Corporation
LANCASTER, Calif. --(Business Wire)--
Simulations Plus, Inc. (NASDAQ:SLP), a leading provider of simulation
and modeling software for pharmaceutical discovery and development,
today announced that it has entered into an Agreement and Plan of Merger
(the "Agreement") with Cognigen
Corporation of Buffalo, New York.
Pursuant to the Agreement, upon closing, Cognigen will become a
wholly-owned subsidiary of Simulations Plus and will continue to operate
under the Cognigen name. This will result in the total number of
Simulations Plus employees increasing from 30 to 65, and 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. Upon closing, management of the combined company will be
comprised of individuals from the current management teams of
Simulations Plus and Cognigen, including Ted Grasela, the current
President of Cognigen. I will remain as Chairman and CEO."
Woltosz continued, "Ted has extensive experience in modeling and
simulation, clinical pharmacology, and outcomes research. Ted and his
partners, Cynthia Walawander and Jill Fiedler-Kelly, have built Cognigen
over more than 20 years into a profitable industry leader in
high-quality analysis of clinical trial data, serving customers ranging
from top-5 pharmaceutical companies to numerous mid- and smaller-size
organizations. Their advanced systems and processes provide
cost-effective support for model-based research and development. These
systems and the work of their dedicated scientists and support staff
have earned Cognigen a worldwide reputation for the quality and
reliability of their work."
Ted Grasela said, "Simulations Plus has been a pioneer in the use of
modeling and simulation in pharmaceutical research and development since
1996. The company has built a comprehensive suite of software that
provides best-in-class tools spanning from early discovery through
preclinical and earl clinical development, and on to post-patent
development of generic formulations. By combining the strengths of the
two companies, we will be able to better address the recent push by
regulatory agencies to include more physiologically based
pharmacokinetics modeling, a strength of Simulations Plus, into clinical
trial analysis, a strength of Cognigen. I look forward to Walt's
continuing guidance and mentorship as we move into a new and exciting
phase of our company's growth."
The Agreement calls for the merger of Cognigen with and into a
wholly-owned subsidiary of Simulations with the subsidiary continuing as
the surviving corporation. The closing date of the proposed merger is
anticipated to be September 2, 2014, and the Agreement requires approval
by the Board of Directors of both Simulations Plus and Cognigen.
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
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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