JYLLINGE, Denmark and MOUNT LAUREL, New Jersey, September 26 /PRNewswire-FirstCall/ -- MediCult a/s , a leader in Assisted Reproductive Technologies (ART), today announced that it has entered into a share purchase agreement to acquire MidAtlantic Diagnostics, Inc., a US supplier of ART products, for DKK 78,6 million (USD 15,5 million).
MidAtlantic Diagnostics provides a complete range of disposables and equipment to embryologists and andrologists, MediCult's core customer base. MidAtlantic Diagnostics also has a strong pipeline of innovative, predominantly disposable, products that fit well with MediCult's and will help support the future growth of the combined company.
"For the last few years, an integral part of our corporate strategy has been to further strengthen our ART franchise through acquisitions. To date, the focus has predominantly been on ART media and micropipets following the acquisition of Humagen in 2007. However, the acquisition of MidAtlantic Diagnostics provides an additional dimension with its disposable products. The combined company will be able to leverage product synergies and its leadership position in the US market to its full potential, providing an opportunity to scale up further," noted Jesper Funding Andersen, CEO of MediCult. "MediCult as a whole will benefit from a great team of individuals who will be joining the company."
"We have been very impressed by the way that MediCult has strategically expanded on a global basis. We believe the combination of MidAtlantic Diagnostics and MediCult provides multiple advantages not only on a product level but also, and perhaps more importantly, with regards to our drive towards providing infertile couples with the best possible chance of conceiving," added Terry Fortino, President of MidAtlantic Diagnostics.
Terms of the Acquisition
MediCult has entered into a share purchase agreement with Terry Fortino, President and majority shareholder of MidAtlantic Diagnostics, to purchase the entire issued share capital for an up-front consideration of DKK 46 million in cash (USD 9 million) and deferred payments over a 3 year period of DKK 30 million (USD 6 million) in cash and DKK 2,5 million (USD 0,5 million) in MediCult shares. Of the upfront payment, DKK 40 million is being financed through a 5 year loan agreement with Danske Bank at a variable interest rate linked to CIBOR (Copenhagen InterBank Offered Rate). No agency fees have been paid by MediCult to any third party in the arrangement of the acquisition or the financing.
Based on preliminary estimates, MidAtlantic Diagnostics is expected to contribute to MediCult group proforma full year revenues of approximately DKK 68 million (USD 13,5 million) in sales for 2008 and DKK 12,7 million (USD 2,5 million) in EBIT before any inventory charges. MediCult expects to incur one-time legal and auditing fees of approximately DKK1 million (USD 0,2 million) at or before closing in connection with the transaction. The effective transaction date will be September 30th 2008, thus providing a 4th quarter effect of the MidAtlantic Diagnostics business on the MediCult accounts (fully acknowledging standard IFRS practice of writing acquiree's inventory up from cost to sales price at the time of take over).
Following the acquisition, MidAtlantic Diagnostics will become a wholly-owned subsidiary of MediCult and remain at its current location in Mount Laurel, New Jersey. The company resides within an 11,000 sq feet rented building containing offices, warehouses and cleanroom production facilities. Terry Fortino will hold the position of CEO of MidAtlantic Diagnostics and Executive Vice President in the MediCult group after completion of the transaction.
Updated FY Guidance
The impact on the FY Guidance of the acquisition of MidAtlantic Diagnostic for Q4 2008 is estimated to be:
*In the new guidance, the effect of accounting rule IFRS 3 on inventory is estimated to be a maximum of DKK 4,5 million thus decreasing GCM and EBITA. Excluding these charges EBITA% guidance for FY 2008 after the acquisition would have been 10-12%.
About MediCult a/s
MediCult a/s is a leader in delivering leading innovative ART solutions to the benefit of families. Through innovation and product advancements, MediCult aims to help the number 1 dream of every infertile couple come true. In 2007, it was estimated that a child is born every 8 minutes after conception using a MediCult product. MediCult, which is located in Jyllinge, Denmark and has subsidiaries in 8 countries, is listed on the Oslo Stock Exchange (MEC). For further information, please visit http://www.medicult.com.
Forward Looking Statements
Certain statements in this press release contain forward-looking statements that involve a number of risks and uncertainties. Our actual results could differ materially from those results expressed in, or implied by, these forward-looking statements. There can be no assurance that any of the forward-looking statements identified in this press release will occur. Conducting studies for investigational products are subject to risks and uncertainties. There can be no assurance that planned studies can be initiated, that planned or ongoing studies can be successfully concluded or concluded in accordance with MediCult's anticipated schedule. These factors, and other factors, including, but not limited to those described in MediCult's most recent annual report could cause future results to differ materially from the expectations expressed in this press release. The forward-looking statements contained in this press release may become outdated over time. MediCult does not assume any responsibility for updating any forward-looking statements.
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