Derycz Scientific, Inc. (OTC Bulletin Board: DYSC), a company pioneering a fresh way of facilitating information flow from content publishers to enterprise customers and their constituents, today announced it has signed an agreement to acquire Techniques Appliquees aux Arts Graphiques, S.p.A. (TAAG) for 368,000 shares of Derycz common stock in addition to an earn-out. The closing is expected to occur on March 31, 2011, and is subject to several conditions. Upon the acquisition of TAAG, a privately held company with headquarters outside Paris, Derycz will expand its European customer base and its presence in Europe. The transaction, based on the unaudited financial statements of TAAG, is expected to increase Derycz's annual consolidated revenues by more than 50%.
"At Derycz, we are following the Amazon and Netflix models where digital information and physical logistics capabilities are integrated in order to competitively differentiate and aggressively capture more market share," said Derycz Scientific CEO Peter Derycz. "We realized the benefits of production and distribution logistics in the U.S. through our acquisition of Pools Press nearly four years ago, and now we will replicate that proven model in Europe through our acquisition of TAAG."
TAAG offers printing, distribution and information logistics services with core competencies in the professional production and distribution of clinical trial kits and clinical articles reprints for the life sciences industry. Life science companies use scientific literature in evidence-based promotions and are increasingly seeking single-source suppliers to help them reach healthcare professionals and consumers both in mature and emerging markets. TAAG recorded unaudited revenues of approximately $13 million for its fiscal year ended December 31, 2010. Based on TAAG's unaudited revenue numbers, and assuming revenues remain steady or increase in 2011, Derycz believes that TAAG will be immediately accretive to Derycz's consolidated EBITDA and will have a positive impact on gross margin.
Under the terms of the proposed transaction, Derycz stock issued to the owners of TAAG will be subject to a three-year lock-up period. The owners may receive additional payments in cash or Derycz stock, at Derycz's discretion, over the next five years based on net income milestones. TAAG founders Mario Vendemiati and Patrice Chambin will enter into employment agreements with TAAG and will continue to manage TAAG's operations.
TAAG was founded in 2000 and has 52 employees. TAAG headquarters and a production facility are in Grigny, France, and the company has an off-site storage and distribution center in Douai, located in northern France.