here the full anncmt Pay particular attention to the last...

here the full anncmt Pay particular attention to the last paragraph:

10th March 2005: The Directors of PBI are pleased to announce that the company has reached
conditional agreement to acquire all the shares in Medic Vision Ltd. Medic Vision is an unlisted
company delivering an integrated package of services and products for virtual reality-based
training of surgeons. The company is expected to generate in excess of $1.2m in revenues in the
financial year to June 2005. This is forecast to increase substantially in the 2006 financial year.
Based in Melbourne Medic Vision is working closely with the Royal Australasian College of
Surgeons (“RACS”), Medic Vision already has customers in Australia, the UK, Hong Kong and
China and is currently in discussions with potential customers in Israel, Ireland, India and the US.
After commencing operations in 2001 Medic Vision has now become a global leader in the
application and integration of virtual reality (“VR”) technology to a variety of surgical training
situations. These are generally delivered through skill centres designed by the company for the
specific purpose of training surgeons in a variety of surgical techniques. Surgical and medical
training institutions and facilities (such as the RACS and teaching hospitals) are the typical
locations for such skill centres. Medic Vision has become a leader in the design and
implementation of these medical and surgical skills training centres.
Since its inception, Medic Vision has followed a strategy of developing three distinct but closely
related businesses. These comprise a design & project management consulting business in the
development of skills training centres and operating theatre design and commissioning, an
agency business selling 3rd party VR hardware and software products, a design & project
management consulting business and a virtual reality software development business. Demand
for the company’s products and services has reached the stage where it requires expansion
capital. This new capital will enable Medic Vision to take advantage of substantial new
opportunities in several countries, building on its existing customer base. With the ability to
expand operations more rapidly, and with strong interest from offshore hospitals, revenues are
anticipated to grow substantially over the next 2 to 3 years and will reflect the company’s ability to
take advantage of the rapid development of what is a new industry.
In recognition of Medic Vision’s significant presence in a new emerging market Medic Vision was
recently awarded a BIF grant for the development of its own surgical simulation products in the
areas of ophthalmology, spinal anaesthetics, orthopaedics and gynaecology.
Medic Vision is currently the only company globally providing an integrated approach to the
training and development of surgeons using VR tools. It offers a full package of skill centre
curriculum development, VR-based software & hardware products and ongoing support to
surgeons. This novel approach is becoming increasingly attractive as the difficulties associated
with traditional training methods using cadavers and animals make such methods unsustainable.
The FDA in America is now advising that in certain areas of high risk surgical procedures the
training of surgical techniques must not be carried out on patients. This indicates that simulation
is the only viable alternative.
Medic Vision will be acquired in a script-for-script transaction. An initial tranche of approximately
5.8 million new shares in Premier Bionics (representing $2.0 million) will be issued to the current
shareholders of Medic Vision, with a second tranche payable upon commercial deployment ofMedic’s Epidural Anaesthesia product. This is scheduled for the second half of 2005. There will
be shares and options issued for this tranche, representing a maximum value of $1 million.
Ross Horley, Managing Director of Medic Vision, said “the transaction with Premier Bionics
comes at an ideal time for us. It provides us with the capital, resources and exposure that are
critical in enabling us to achieve immediate key business milestones. We look forward to playing
a major role in the generation of substantial shareholder value for Premier.”
Commenting on the acquisition of Medic Vision, Peter Marks, Executive Chairman of Premier
Bionics, said “we are delighted to have reached conditional agreement with the Board of Medic
Vision in relation to acquiring and substantially expanding their business, subject to execution of
formal agreements and receipt of shareholder approval. Medic Vision is at an exciting stage in its
development and we look forward to working with Ross Horley and his team as they accelerate
Medic Vision’s already impressive growth.”
As part of the acquisition, additional capital will be required to fully exploit the suite of commercial
opportunities available to Premier Bionics. The company is proposing, subject to shareholder
approval, to raise $3.5 million pursuant to a private placement to institutional and professional
investors.
Shareholders will be asked to approve these issue of shares to acquire Medic Vision as well as
the capital raising at a general meeting to be held shortly. A Notice of Meeting and detailed
Explanatory Memorandum will be available in due course.
Medic Vision will add a substantial and highly attractive investment to the Premier Bionics
portfolio. The majority of funds to be invested in Medic Vision will be used to increase the
company’s sales force and boost marketing activities. The acquisition also provides a synergistic
balance to the commercisalisation work currently underway across the existing PulmoSonix suite
of products.
The Directors believe the acquisition of Medic Vision represents a highly attractive opportunity for
Premier Bionics, one which will continue to enhance its position in the medical devices and
diagnostics market.
The development and commercialisation work underway at PulmoSonix will be the subject of a
more detailed update to be released shortly. However, the Directors are pleased with the
substantial progress made in the AirwayClear suite of products and with the PulmoScreen
(chronic obstructive pulmonary disease diagnosis) product. The latter product is nearing the stage
where a prototype device will be evaluated for the first time in a clinical setting.