· Observe Medical will develop and commercialize proprietary, innovative medtech
products to the global market
· International distributor and partner network with a Nordic direct sales
organization
· The agreement is set to accelerate the global commercial roll-out of the
combined portfolio, including Sippi® US market launch and the entry of Biim in
Europe
Oslo, January 14th, 2022 - Observe Medical ASA (OSE: OBSRV) ("Observe Medical"
or the "Company"), a Nordic-based medtech company focused on developing and
commercializing proprietary and innovative medtech products to the global market
through organic growth and targeted M&A, and the shareholders of Biim Ultrasound
AS ("Biim Ultrasound"), an international medical ultrasound technology company,
today announced a definitive agreement whereby Observe Medical will acquire 100%
of the shares in Biim Ultrasound. The transaction, which values Biim Ultrasound
at approximately NOK 185 million (EUR 18.5 million), will be settled in cash and
shares.
The agreement further strengthens Observe Medical's position as a Nordic-based
medtech platform with global reach. The Company will continue its focus on
improving patient welfare and outcome, promoting positive health economics and
providing improved clinical data accuracy.
Biim Ultrasound has developed a unique, wireless and pocketable ultrasound
probe, Biim, that can scan patients and review images in seconds. The objective
of Biim is to enhance healthcare personnel decision-making and improve patient
outcomes. Biim's technology is patented, and the device received 510 (k)
clearance from the US Food and Drug Administration (FDA) in 2018. Biim is
approved for ultrasound imaging of the human body and is specifically used to
guide needle and catheter insertions for dialysis and vascular access
procedures. Work is underway to explore additional areas of use, not limited to
the use of abdominal and cardiac probes.
A partner agreement with Fresenius Kidney Care, the leading provider of kidney
care services in the US, is already in place, whereby Biim is intended to be
used across Fresenius' dialysis centres in the US.
Biim Ultrasound's US network is also expected to further drive the pace of the
global commercial roll-out of Sippi®, Observe Medical's proprietary automated
digital urine meter with biofilm control and wireless connectivity, accelerating
the current roll-out in Europe and drive an earlier US market entry. As
previously communicated during the third quarter 2021 report, Observe Medical
has strengthened the US patent protection for Sippi® and clarified the
regulatory pathway into the US.
CEO of Observe Medical, Björn Larsson, commented: "The acquisition of Biim is a
game-changer for Observe Medical. We are a Nordic-based medtech company with
global reach, and by joining forces with Biim Ultrasound, we are strengthening
the product portfolio and expanding our distribution network globally. The aim
is to significantly accelerate the commercial roll-out of Sippi® in both Europe
and the US. In parallel, Observe Medical's network will be utilized to launch
Biim on the European market. As a result, we have a further strengthened and
solid platform for growth, supported by organic growth and targeted M&A, which
enables us to commercialize proprietary and innovative medtech products on a
global scale."
Rune Nystad, CEO of Biim Ultrasound, commented: "I am proud of the work we have
accomplished at Biim Ultrasound so far, and that Observe Medical sees the market
need for Biim and its potential within the dialysis and vascular access segments
and beyond. We have a shared vision to utilize innovative technologies to
improve patient outcomes and promote beneficial health economics. Together and
as a result of the transaction, we will benefit from significant synergies and
continued growth of the business. I am confident that Observe Medical is the
right partner for us to ensure that our innovative technology reaches hospitals
and medical facilities globally."
The Company and Biim Ultrasound had combined pro forma revenues of NOK 25
million in 2020 and have offices in Norway, Sweden, Finland and the US. Although
no assurance can be given, the long-term ambition is sales of NOK 500 million
per year for Sippi®, NOK 500 million per year for Biim and NOK 100 million per
year for the Nordic portfolio.
The transaction values Biim Ultrasound at approximately NOK 185 million (approx.
EUR 18.5 million), representing an enterprise value of approximately NOK 209
million (approx. EUR 20.9 million), financed through a combination of 8,171,913
consideration shares to be issued by the Company at a price of NOK 16.52 per
share, and cash settlement of NOK 50 million.
The transaction is subject to the approval by the extraordinary general meeting
of the Company to be held on 4 February 2022 of a rights issue and an authority
to the Company's Board of Directors to issue the consideration shares as well
certain other customary conditions. The agreement is expected to be completed in
March 2022.
The Board of Directors of Observe Medical has resolved to propose that the
Company carries out a share capital increase, by way of a fully underwritten
rights issue, to raise gross proceeds of NOK 180 million (the "Rights Issue"),
cf. the separate stock exchange announcement published by the Company today, on
14 January 2022, regarding the proposed Rights Issue. The proceeds from the
Rights Issue will partly be used to finance the cash portion of the acquisition
consideration of Biim Ultrasound. In addition, the proceeds will be used for
commercialization and growth initiatives for Sippi® and Biim, repayment of
current interest-bearing debt and general corporate purposes.
Carnegie AS and DNB Markets, a part of DNB Bank ASA, have been engaged as
managers for the Rights Issue (the "Managers"). Advokatfirmaet Thommessen AS is
acting as legal advisor to the Company in connection with the acquisition and
the Rights Issue. Advokatfirmaet Schjødt AS is acting as legal advisor to the
Managers in connection with the Rights Issue.
A presentation describing the agreement between Observe Medical and Biim
Ultrasound is attached to this announcement.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock
exchange announcement was published by Per Arne Nygård on 14 January 2022 at
07:00 CET on behalf of the Company.
Ends
For further information, please contact:
Björn Larsson, CEO of Observe Medical,
Mobile: +46 76 620 17 25
E-mail: bjorn.larsson@observemedical.com
Per Arne Nygård, CFO of Observe Medical,
Mobile: +47 411 04 345
E-mail: perarne.nygard@observemedical.com
About Observe Medical
Observe Medical develops and markets and sells innovative hospital products that
contribute to increased patient safety and a more efficient care system. The
Company's ambition is to drive growth by leveraging its expertise in sales and
commercialization of its broad portfolio of medical technology products, mainly
in the areas of Urine measurement, Anesthesiology/ICUs and wound care, in
combination with targeted M&A. The Company is headquartered in Oslo, Norway and
its operations are based out of Gothenburg, Sweden. Observe Medical has a direct
sales organization in the Nordics and a distributor network internationally.
Observe Medical's product, Sippi®, is the only automated digital urine meter
with the possibility for wireless data transfer to the hospital patient data
management systems and hinders bacterial migration that can lead to urinary
infections (SippCoat®). Sippi® is CE marked and is currently being rolled-out
with a focus on selected markets and hospitals in Europe.
About Biim Ultrasound
Biim Ultrasound is headquartered in Norway with subsidiaries in Finland and the
USA. The Company's vision is to develop high quality, affordable point-of-care
ultrasound imaging available to a broad range of trained medical professionals.
The Company is committed to improving patient care and reducing healthcare costs
by enabling faster and easier diagnostic ultrasound imaging. The Company's
device, Biim, is a handheld, wireless, app-based ultrasound which puts the power
of fast, flexible, cordless ultrasound in your hands - and in your pocket. With
the ability to scan patients and review images in seconds, it offers a practical
and affordable way to enhance decision-making and help improve patient outcomes.
Gone are the days of tracking down bulky, traditional ultrasound machines. Biim
lets you start scanning and viewing images on a connected smart device in
seconds, right at the patient's bedside.