(Finance) – IMD International Medical Devicesan international reference operator in the MedTech sector and, in particular in diagnostic imaging systems, has signed the agreement for the acquisition of a 30% share of the share capital of General Medical Italia (Target) with the shareholder UK Medical Imaging.
The objective of today’s agreement, explains a note, is to increase the product portfolio with general radiology systems and exploit commercial synergies with the companies of the IMD Group.
In particular, among the Target products, the LUCERNA UArm 3D stands out, an innovative diagnostic device and the subject of scientific publications, capable of acquiring multiple fluoroscopic images at various angles, reconstructed, with a specific algorithm, into 3D volumetric images.
The Target, currently 70% owned by the English company UK Medical Imaging and 30% by the Chinese company Shenzhen Angell Technologyboth active in the medical device sector, generated revenues of approximately GBP 1.2 million in 2023.
The total price for the purchase of 30% of the Target was set at Euro 300,000, to be paid entirely in cash on the closing date. The agreement also provides for an option in favor of IMD for the purchase of a further stake equal to 21% of Target’s share capital, to be exercised by 31 May 2030 at a value equal to: [(EBITDA medio x 3) + /– IFN] x 21%, where average EBITDA means that of the last two years preceding the exercise of the option, and Net Financial Debt is that resulting on the date of exercise of the option. Finally, some conditions precedent are envisaged, as well as guarantees and indemnification obligations for the Seller in accordance with those normally used in the context of similar operations.
At the same time as the closing, the Company is also expected to sign a onerous shareholder loan agreement in favor of Target, equal to Euro 300,000 and with a duration of 24 months.
On the closing date, the signing of a shareholders’ agreement with the other Target shareholders aimed, in particular, at guaranteeing IMD the appointment of a director in the Target administrative body.