UK AIM listed technology company AMS has announced the proposed acquisition of RESORBA, a long established wound care and wound closure business headquartered in Germany for a total cash consideration of €63.8 million (approximately £55 million) on a debt-free, cash-free basis to be paid, in full, on completion.
The acquisition is subject to shareholder approval. To fund the acquisition, the Board of AMS also announces today a non pre-emptive institutional placing (the “Placing”) of 47,236,112 new Ordinary Shares in AMS (the “Placing Shares”) at a price of 72 pence per Placing Share (the “Placing Price”), to raise approximately £34.0 million (£30.5 million net of acquisition and placing expenses), together with a €25.0 million term loan facility.
The acquisition of RESORBA fulfils all of AMS’s strategic acquisition criteria and provides a number of commercial synergy opportunities as it:
•Broadens the Group’s technology portfolio in both wound care and wound closure;
•Provides direct sales capability into the operating room in Germany, Czech Republic and Russia;
•Provides significant cross-selling opportunities and product development potential;
•Provides access to a new market – oral surgery;
•Leverages AMS’s global distribution network and regulatory expertise to bring existing RESORBA products to new markets; and
•Provides development opportunities in the short, medium and long term
RESORBA is well known to AMS as it currently distributes its LiquiBand® wound closure product and has done so for more than eight years. The Acquisition is expected to be earnings per share enhancing in the twelve months ending 31 December 2012. Senior management of RESORBA will be joining the Enlarged Group and investing a material proportion of their net proceeds from the Acquisition in AMS shares. AMS has significant shareholder support for the Placing.
Commenting on the Acquisition, Chris Meredith, Chief Executive Officer of AMS said:
“Part of our core growth strategy has been to examine potential acquisition opportunities that strengthen our business with complementary technologies and greater market access, specifically in relation to the operating room segment of our global business. It is rare to find a business that fits our criteria as well as RESORBA does. We have known RESORBA for a number of years as a result of our LiquiBand® relationship, and I am confident that the enlarged AMS Group will benefit from a wide range of commercial opportunities that will enable us to continue the strong progress made in recent years.”