Ecuphar NV/SA entered into a conditional share purchase agreement to acquire Animalcare Group plc (AIM:ANCR) in a reverse merger transaction on June 23, 2017. The consideration for the acquisition is structured on a consolidated Animalcare/Ecuphar Enlarged Issued Share Capital ratio of 37:63. The consideration will be satisfied through the issue of consideration shares and cash to the Ecuphar vendors. The cash component of the consideration will be satisfied in part through a placing of approximately 8.6 million new placing shares to raise gross proceeds of not less than £30 million, with the balance to be funded by existing cash on Animalcare's balance sheet.

It is expected that Chris Cardon will serve as Chief Executive Officer, Walter Beyers as Chief Financial Officer, Jan Boone as non-executive Chairman, Edwin Torr as senior independent non-executive Director and Marc Coucke as non-executive Director. Iain Menneer, current Chief Executive Officer of Animalcare, will remain as a Director following admission with his role within the enlarged group changing to Chief Operating Officer. James Lambert will step down as Chairman of the Animalcare but will remain on the Board as a non-executive Director. Nick Downshire will remain on the Board as a non-executive Director. Chris Brewster will resign as a Director but will remain a critical and committed member of the senior management team of the enlarged group as country manager of the enlarged group's UK business. Raymond Harding will resign as a Director. Ecuphar Invest NV, Alychlo NV and Jaak Cardon will act as concert parties and hold a 46.3% stake in the enlarged group. Animalcare received irrevocable undertakings from James Lambert in respect of its 6.19% stake and certain other shareholders in respect of their 6.7% stake.

The transaction is subject to approval by shareholders of Animalcare in a general meeting to be held on July 12, 2017 and the placing and admission agreement becoming unconditional. The Board of Animalcare recommends that its shareholders vote in favor of the transaction. As on July 12, 2017, the shareholders of Animalcare approved the transaction. The transaction is expected to close on July 13, 2017. Stephen Griffiths and Tim Day of N M Rothschild & Sons Limited and Freddy Crossley, Peter Steel, James Stearns and Duncan Monteith of Panmure Gordon (UK) Limited acted as financial advisor, lead bookrunner and broker for Animalcare. Paul McManus and Lianne Cawthorne of Walbrook PR Ltd acted as PR advisors for Animalcare. Hannah Graham of Squire Patton Boggs (UK) LLP acted as legal advisor to Animalcare while Freshfields Bruckhaus Deringer LLP acted as legal advisor to Ecuphar.

Ecuphar NV/SA completed the acquisition of Animalcare Group plc (AIM:ANCR) in a reverse merger transaction on July 13, 2017. Animalcare Group announce the admission of its enlarged share capital to trading on AIM. The placing by Animalcare Group of 9.34 million placing shares at the placing price of £3.5 to raise approximately £32.7 million (before expenses) was also completed on July 13, 2017.