Corporate | 18 February 2008 19:16
ECKERT & ZIEGLER Strahlen- und Medizintechnik AG / Letter of Intent
Release of a Corporate News, transmitted by DGAP - a company of EquityStory
AG.
The issuer / publisher is solely responsible for the content of this announcement.
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Berlin/Seneffe, 18.02.2008 - Eckert & Ziegler AG (ISIN DE0005659700), based
in Berlin, Germany (EZAG) and IBt s.a., based in Seneffe, Belgium (IBt),
have today signed a letter of intent related to the combination and the
consolidation of their respective radiation therapy activities.
GOAL: Thanks to the very strong complementarities between the two
companies, this transaction will create the undisputed market leader in
Europe in the field of permanent brachytherapy solutions. The new IBt group
will have very strong established presences in France, the Netherlands,
Germany, Belgium, the United Kingdom and Ireland and experiencing rapidly
growing sales in other parts of Central and South Europe. It will be a
strong European brachytherapy player with the ability to leverage its
sales, development and marketing costs over a much larger revenue base.
VALUATION: To achieve this leading position, EZAG will divest from its
wholly owned entity, Bebig GmbH, and will contribute the shares of Bebig
GmbH (together with all its affiliated entities, i.e. subsidiaries in Italy
and Spain and branches in France and in India) (all together the 'Bebig
group') into IBt s.a. The transfer of these assets will be made debt free.
The value of the assets will be calculated on the basis of the following
formula:
'5.5 x EBITDA'
(with 'EBITDA' to be the EBITDA booked by the 'Bebig group' over the year
2007).
plus the value of the Net Working Capital.
Subject to auditors review and confirmation, it is expected that this
EBITDA amount should be close to 3.9 Mio €.
FINANCING: The price to be paid by IBt will therefore be approximately 21.5
Mio EUR for the assets plus an additional 1.95 Mio EUR relating to working
capital (inventories and receivables).
IBt s.a. will finance this transfer utilizing two sources of funding:
(1) issuance of a new loan (with funds to be provided by current reference
shareholders of IBt), and
(2) issuance of new IBt shares to EZAG, through the use of the 'authorized
capital', at a price of 3.47 EUR per share.
ADDITIONAL DEVELOPMENTS
1. As part of the transaction, IBt will be granted, for a limited period of
one year, an option to purchase another division of EZAG (focusing on HDR
'temporary brachytherapy treatments').
The price for these assets will be based on the formula: EBITDA x 6 (but
with a minimum price of 5 Mio €). For reference purposes, this division
generated revenues of about 12 Mio EUR in 2007, it was cash generating and
profitable.
2. Additionally, the parties will investigate EZAG acquiring or otherwise
having access to the two - currently idle - cyclotrons installed in
Seneffe. Access to these two cyclotrons would provide EZAG with the nucleus
for a new radiopharmaceutical production site, located south of Brussels.
The site would complement the existing cyclotron network of EZAG and
strengthen its position as the second largest European distributor of PET
isotopes.
As a reminder, these machines have already been fully depreciated in the
books of IBt as a result of its decision to discontinue its activities in
the USA (results of Q3, 2007).
3. Finally, in a separate and private transaction, the founders of IBt are
considering selling an option to EZAG to acquire the 'type A' beneficiary
shares that they currently hold in exchange for treasury stock of EZAG.
Such transfer would be subject to IBt's shareholder approval. The option,
if executed, would likely trigger a mandatory takeover bid by EZAG
PERSPECTIVES: The new IBt group, with head offices in Seneffe, will have
two operating facilities (based in Seneffe and Berlin).
It is expected that the group will generate sales close to 20 Mio EUR in
2008 (or up to 30 Mio EUR if the option to purchase the 'HDR division' of
EZAG is exercised by IBt) and that the EBITDA margin in 2009 will exceed
30%
The companies have started the due diligence process already and expect to
close the transaction within the next ten days.
IBt, International Brachytherapy s.a., designs, produces and sells
worldwide a complete range of radiotherapy implants used in brachytherapy.
Brachytherapy is a medical technology by which implants containing radio
isotopes are placed in the heart of cancer tissue. The local radiation from
the implants then destroys the cancerous cells. The main application for
brachytherapy today is the treatment of localised prostate cancer.
Eckert & Ziegler Strahlen- und Medizintechnik AG, headquartered in Berlin,
is a globally active isotope technology company and holding company for a
number of specialised subsidiaries that process radioisotopes as well as
develop, manufacture and sell isotope technology components, medical
technology equipment and related products.
Contacts:
+32-64- 520 811 François Blondel and Serge Lamisse, Administrateurs
Délégués
www.ibt.be
+49-30 941084-139 Thomas Scheuch, Investor Relations
www.ezag.de
18.02.2008 Financial News transmitted by DGAP
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Language: English
Issuer: ECKERT & ZIEGLER Strahlen- und Medizintechnik AG
Robert-Rössle-Str. 10
13125 Berlin
Deutschland
Phone: +49 (0)30 941 084-0
Fax: +49 (0)30 941 084-112
E-mail: thomas.scheuch@ezag.de
Internet: www.ezag.de
ISIN: DE0005659700
WKN: 565970
Listed: Regulierter Markt in Frankfurt (Prime Standard), Stuttgart;
Freiverkehr in Berlin, München, Hamburg, Düsseldorf
End of News DGAP News-Service
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