· IMD acquires EMS Medical Limited, a UK company specialising in aged care products
· 3.5m New Ordinary Shares to be issues at 7p per share
· Acquisition furthers IMD’s strategy to become a leading medical supply company
· Safe needle clinician assessments to commence Q4 2006
International Medical Devices Plc (AIM : INT), the fast-growing medical supply company targeting the acute, emergency and aged care markets, announces that it has entered into an agreement to acquire the entire share capital of EMS Medical Limited (“EMS”), a UK provider of healthcare products to the hospital, primary healthcare and community healthcare sectors in the UK and abroad, from its owners (“the Vendors”).
On completion, IMD will be paying a total of £450,000 of which £200,000 will be paid in cash and a further £250,000 through the issue of 3,571,428 new Ordinary Shares in the Company at a price of 7p per new Ordinary Share.
The total consideration payable is capped at £1m, with the balance of the total consideration, £550,000, to be satisfied by the issue of further shares in the Company to the Vendors at prescribed intervals according to agreed performance criteria, (a combined 3 year profits target of £800,000) principally the net operating profit of EMS measured against currently projected trading results, as follows:
· Shares to a value of £150,000 issued at the market price on 31 August 2007;
· Shares to a value of £200,000 issued at the market price on 31 August 2008; and
· Shares to a value of £200,000 issued at the market price on 31 August 2009.
These shares will be issued within 30 days of the adoption of the accounts for the relevant period.
The newly issued shares will be admitted to trading on AIM and will rank pari passu with the existing issued share capital of the Company. The Vendors’ shares will be subject to the AIM rules in respect of short-term selling; as part of the general earn out provisions of the Acquisition Agreement it is expected that the Vendors will remain with the Company until at least 31 December 2008.
EMS provides a portfolio of Patented Intellectual Property (“PIP”) and leading brands targeted at the aged care and community sectors in the UK and abroad including respiratory products, neo-natal care, tracheostomy care and Tubicare – a flexible range of medical disposable goods including wound drainage and amniotic hooks.
For the period 22 October 2004 to 31 December 2005, EMS made a pre-tax profit of £128,059 and, at the end of that period, had net assets of £18,593.
Commenting on the acquisition, IMD’s Chairman Lindsay Sanford stated: “The purchase of EMS continues our aim to acquire companies within the medical device sector and positions us as a key player in the aged care market. Our strategy is to bring our portfolio of products to market in the UK, Europe and North America and we feel EMS complements this as it is already distributing throughout the UK with a third of its current turnover coming from European and Middle Eastern markets.”
Clinical tests on the range of safe needles and syringes announced in February continue and feedback has been provided by NHS designated sector specialists. IMD is in the process of modifying the products to provide further benefits for the NHS and clinician assessments are expected to commence in Q4.
ENDS
International Medical Devices
Chris Thomas
CEO
+44 203 008 4960 Corporate Synergy
Ian Rice
+44 117 933 0020 Parkgreen Communications
Victoria Thomas
+44 207 493 3713
About IMD:
International Medical Devices Plc was admitted to AIM in November 2004 with the purpose of acquiring companies or businesses operating in the health and medical devices sector which have the prospect of delivering high return and significant capital growth.
In 2005 the Company acquired the technology patents and distribution rights from Eastland Technology Australia and Eastland Medical Systems respectively, both established Australian companies with manufacturing and distribution rights and technology rights primarily in the Southern hemisphere but also in North America, the UK and most of Europe. It also acquired Meddis Ltd, a speciality UK distributor of medical devices. In April 2006 it acquired Response Medical Equipment Ltd for a total consideration of £6.3 million.
END
EMS Price at posting:
0.0¢ Sentiment: Buy Disclosure: Held
