Hamilton Thorne Ltd. agreed to acquire Gynetics Medical Products N.V. for an enterprise value of ?18.3 million.
October 09, 2023
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Hamilton Thorne Ltd. (TSX:HTL) agreed to acquire Gynetics Medical Products N.V. for an enterprise value of ?18.3 million on October 10, 2023. Pursuant to the Transaction, Hamilton Thorne indirectly acquired 100% of capital stock of Gynetics based on an enterprise value of approximately ?18.3 million or approximately 8 times Gynetics' trailing twelve-months Adjusted EBITDA ending May 31, 2023. The nominal purchase price, paid at closing, of approximately ?18.7 million takes into account certain working capital and other adjustments.
On closing, Hamilton Thorne paid consideration of approximately ?14.0 million in cash, plus the issuance of an aggregate of 5,007,117 common shares (the "Consideration Shares") of Hamilton Thorne stock at a deemed issuance price of ?0.92793 ($1.335) per share with a deemed aggregate value of approximately ?4.7 million. The cash component of this transaction was financed with a drawdown of ?7.58 million($8.0 million) from its acquisition line of credit facility with its existing senior lender and cash on hand. The line of credit converts post-closing to a secured five-year term loan which bears interest at a fix rate of approximately 8.0% per annum, and amortizes over the life of the loan. The Consideration Shares will be subject to a 5-year escrow pending final calculation of any closing adjustments and to satisfy any possible indemnity claims.
The Transaction is subject to receipt of final acceptance from the Toronto Stock Exchange in accordance with its policies.
Hamilton Thorne Ltd. is a provider of precision instruments, consumables, software and services to assisted reproductive technologies (ART), research, and cell biology markets. The Company markets its products and services under the Hamilton Thorne, Gynemed, Planer, Tek-Event, IVFtech, Microptic, and Embryotech Laboratories brands. It also provides an array of third-party equipment and consumables to meet customer requirements. Its branded instrument, equipment and software product lines include precision laser devices, imaging systems, incubators, laminar flow workstations, air purification systems, control rate freezers, lab monitoring systems, and micromanipulation systems. It also offers a portfolio of artificial intelligence (AI)-enabled common astronomy software applications (CASA) software and other product offerings. Its GM501 family of products provides the in vitro fertilization (IVF) lab with comprehensive cell culture media solutions.