Disposal of Cytomyx Limited to Serologicals UK for $7 million

Cytomyx Holdings plc (AIM: CYX.L) today announces the conditional sale of its subsidiary Cytomyx Limited to Serologicals UK Holding Company Limited (“Serologicals”) for $7 million (approximately £4 million) in cash (“the Disposal”). The proceeds will be reserved for the repayment of outstanding loans to the Company and used for working capital. Following the Disposal, the Company will be focussed on the provision to the pharmaceutical industry of high quality human tissue samples through Cytomyx LLC, its biorepository business based in Massachusetts in the US. The corporate headquarters of the Company will remain in the UK, which will also be the focus of the European sales of our biorepository business.

Highlights

• The Company will sell the entire issued ordinary share capital of Cytomyx Limited to Serologicals UK for an aggregate cash consideration of $7 million (approximately £4 million), subject to certain adjustments. The consideration of $7 million is payable in full on completion, of which approximately $6.2 million (approximately £3.54 million) will be in respect of the repayment of inter-company debts owed by Cytomyx Limited to the Company and its other subsidiaries.

• The consideration is subject to an upwards or downwards adjustment on a pound-for-pound basis to the extent that the working capital of Cytomyx Limited as at the date of completion is greater or lesser than £21,000. An adjustment of less than £25,000 upwards or downwards is to be ignored.

• In its unaudited financial statements for the year ended 30 September 2005, Cytomyx Limited reported an operating loss of £867,000 on turnover of £963,000. As at 30 September 2005, it had net liabilities of £2.79 million.

• With the aim of optimising shareholder value, the Board has been considering a full range of strategic options for the Company including the sale of either part or all of the business of Cytomyx Limited. Following a thorough search for a suitable buyer, for either part or all of the business, the sale of Cytomyx Limited to Serologicals UK is, in the opinion of the Board, in the best interests of the Company and its Shareholders as a whole.

• The Company has two loan facilities with Laurus Master Fund Limited (“Laurus”) which, by completion, are expected to total approximately $5.2 million. The directors expect to use part of the Disposal proceeds to partly pay down the facility which is based on the level of receivables in order to remain within the limits of this facility. The directors will then pay an amount equal to the balance of the principal amount of both Loans to a blocked account as security for amounts outstanding to Laurus in respect of the Loans. The balance of the Disposal proceeds, totalling approximately $1.8 million (approximately £1 million), will be used as working capital for the group.

• Following the Disposal, the remaining operating business of the Company will be Cytomyx LLC, which is based in Lexington, MA., USA. Cytomyx LLC maintains a large and diverse human tissue biorepository, which contains more than 140,000 samples, all with extensive associated clinical data. Samples are bar-coded for tracking purposes and are annotated with associated clinical data in an on-line database. This collection has been created through supply agreements with an extensive network of donor sites in the USA.

• Cytomyx LLC is currently working with many of the world’s leading pharmaceutical and biotechnology companies, providing them with samples that assist them in developing new drugs based upon a clearer understanding of patients’ individual biochemistry. New drugs such as Herceptin, a new treatment for breast cancer, and Gleevec for the treatment of Chronic Myeloid Leukaemia, have already demonstrated the value of this approach. We believe that the prospects for the business to expand in this emerging area are substantial.

• The completion of the Disposal is conditional on the transaction being approved by the shareholders of the Company. Accordingly a circular has today been posted to shareholders convening an Extraordinary General Meeting of the Company, to be held at 11.00 a.m. on 31 March 2006 at 6/7 Technopark, Newmarket Road, Cambridge, CB5 8PB at which an ordinary resolution seeking shareholder approval will be considered.
• The Directors of the Company, who hold in aggregate 1,395,000 Ordinary Shares, representing approximately 2.25% of the issued share capital of the Company, have undertaken to vote in favour of the ordinary resolution. In addition the Company has obtained irrevocable undertakings to vote in favour of the ordinary resolution from Shareholders holding in aggregate 23,677,370 Ordinary Shares, representing approximately 38.3% of the issued share capital of the Company.

Mike Kerins, Chief Executive of Cytomyx, commented: “Following a strategic review by the Board, we believe that the disposal of Cytomyx Ltd is in the best interests of shareholders. The disposal will strengthen the Company’s balance sheet and allow us to focus on our US biorepository business, which is already working with many of the world’s leading pharmaceutical companies and which has significant potential for growth.”

For further information, please contact:

Cytomyx Holdings plc +44 (0) 1223 508191
Mike Kerins, Chief Executive

Corporate Synergy plc +44 (0) 20 7448 4400
William Vandyk

Buchanan Communications +44 (0) 20 7466 5000
Mark Court/Mary-Jane Johnson