M&A Activity • Apr 2, 2012
M&A Activity
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New Company Poised for Future Growth and Continued Industry Leadership
Louvain-La-Neuve, Belgium, April 2, 2012 - IBA (Ion Beam Applications S.A.) and SK Capital Partners, a U.S. based private investment firm, announced that they have closed on their agreement to create IBA Molecular, a jointly owned company derived from IBA's worldwide radiopharmaceutical division. IBA Molecular is a world-wide leader in the manufacturing and distribution of radioactive isotopes used for medical imaging and therapy, with over 50 locations in the U.S., Europe and Asia, and employing over 1,000 people.
Following some late adjustments of the economics of the deal including the removal from the transaction, for some legal constraints, of assets related to the IBA Molecular operations in Canada representing cash adjustment of EUR 13 million, the deferment of about EUR 10 million of cash at closing and the reclassification of these EUR 10 million and another EUR 17 million as contingent payment, the company has booked an additional loss of EUR 23,8 million on the transaction, compared to the loss published in the annual earnings release on March 15, 2012. The total net loss for the year 2011 amounts to EUR 84,1 million.
On closing, the company received a net payment of EUR 74.7 million.
As an independent, focused radiopharmaceutical company, IBA Molecular will be able to better take advantage of its recently upgraded manufacturing and distribution platform and will seek to expand its research, manufacturing and product partnerships. The company will continue its commitment to deliver value to its customers with innovative marketing programs for molecular imaging and therapy. Its initiatives in education and support are resulting in improved quality, better service, and more appropriate utilization of PET and SPECT imaging.
As IBA's new partner, SK Capital brings significant investment and operating experience in diagnostic imaging, as well as pharmaceutical manufacturing, development and distribution, all of which will benefit IBA Molecular. In continuity with the initiated strategic plan, the new entity will streamline its manufacturing operations, enhancing the quality and reliability of its products and services, and expand its geographic presence. This agreement also provides for continued investment in the ongoing development of IBA Molecular's pipeline of innovative PET and SPECT products.
Jamshid Keynejad, a Managing Director of SK Capital and new Chairman of the Board for IBA Molecular, noted "We are pleased to be involved in this new endeavor and in further developing a company with a solid foundation and significant potential for future growth. The vibrancy and dedication of the people at every level in IBA Molecular is quite distinct. They are clearly on a mission to positively impact healthcare, and we are pleased to join them in that effort."
"IBA is more committed than ever to the future of nuclear medicine, as a whole, and IBA Molecular, in particular", said Pierre Mottet, CEO of IBA group: "With SK Capital as our new partner, we ensure that
IBA sa. | Chemin du Cyclotron, 3 | 1348 Louvain-la-Neuve | Belgium | Tel.: + 32 10 47 58 11 | Fax: + 32 10 47 58 10 | E-mail: [email protected] | www.iba-worldwide.com | RPM Nivelles | VAT: BE 0428.750.985
IBA Molecular can strengthen its leadership position in the nuclear medicine market and reach its full potential of providing patients with early detection, better characterization and real-time monitoring of cancer and other major diseases. Also, the investments in IBA Molecular will be endorsed by a dedicated and shared financial entity. The IBA Group's financial situation and visibility will benefit as well as its autonomy in proton therapy and other equipment investments".
IBA Molecular is a global developer, manufacturer and distributor of radiopharmaceutical products and supporting services used in molecular imaging. IBA Molecular has engineered a strong and unique product portfolio and pipeline of diagnostic and therapeutic tracers aimed at advancing the development of the global movement towards personalized medicine and making molecular imaging/therapy a major discipline in healthcare. The company also provides educational, technical and marketing support to medical specialists worldwide to help better respond to patient needs.
Please visit http://www.iba-molecular.com for more information about IBA Molecular.
SK Capital is a private investment firm with a disciplined focus on the specialty materials, chemicals and healthcare sectors. Its integrated, multi-disciplinary team utilizes its industry, operating and investment experience to help transform businesses into higher performing organizations. Located in New York, NY and Boca Raton, FL, SK Capital Partners III, L.P. is currently investing a \$500 million fund of committed capital. SK portfolio companies generate revenues of over \$3.0 billion annually and employ more than 3,400 people.
Please visit http://www.skcapitalpartners.com for more information about SK Capital.
IBA Molecular Randall Mastrangelo Vice President, Marketing E-mail: [email protected]
SK Capital Partners James Marden Managing Director E-mail: [email protected]
Jean Marc Bothy Chief Financial Officer E-mail: [email protected]
Press release | April 2, 2012 2 | 5
| Selected Key Figures | PUBLISHED | REVISED | ||||
|---|---|---|---|---|---|---|
| 31/12/11 | Adj | 31/12/11 | 31/12/10 | Variance | ||
| (EUR '000) | (EUR '000) | (EUR '000) | % | |||
| Sales and contract revenue | 237,694 | 237,694 | 209,037 | 28,657 | 13.7% | |
| Cost of sales and contract costs | 140,478 | 140,478 | 113,256 | 27,222 | 24.0% | |
| Gross profit/(loss) | 97,216 | 0 | 97,216 | 95,781 | 1,435 | 1.5% |
| 40.9% | 40.9% | 45.8% | ||||
| Selling and marketing expenses | 27,988 | 27,988 | 24,260 | 3,728 | 15.4% | |
| General and administrative expenses | 31,291 | 31,291 | 32,635 | -1,344 | -4.1% | |
| Research and development expenses | 28,082 | 28,082 | 24,241 | 3,841 | 15.8% | |
| Recurring expenses | 87,361 | 0 | 87,361 | 81,136 | 6,225 | 7.7% |
| Recurring profit/(loss) | 9,855 | 0 | 9,855 | 14,645 | -4,790 | -32.7% |
| 4.1% | 4.1% | 7.0% | ||||
| Other non-recurring expenses | 16,731 | 16,731 | 8,885 | 7,846 | 88.3% | |
| Other non-recurring (income) | -2,874 | -2,874 | -19 | -2,855 15026.3% | ||
| Finance expenses | 7,660 | 7,660 | 10,686 | -3,026 | -28.3% | |
| Finance (income) | -8,968 | -8,968 | -11,948 | 2,980 | -24.9% | |
| Share of (profit)/loss of equity-accounted companies | -88 | -88 | -249 | 161 | -64.7% | |
| Profit/(loss) before tax | -2,606 | 0 | -2,606 | 7,290 | -9,896 | -135.7% |
| Tax (income)/ expenses | 15,144 | 15,144 | 2,680 | 12,464 | 465.1% | |
| Profit/ (loss) for the period from continuing operations | -17,750 | 0 | -17,750 | 4,610 | -22,360 | -485.0% |
| Profit/(loss) for the period from discoutinued operations | -42,533 | -23,845 | -66,378 | 2,033 | -68,411 | -3365.0% |
| Profit/ (loss) for the year | -60,283 | -23,845 | -84,128 | 6,643 | -90,771 | -1366.4% |
| Equity Holders ot the parent | -60,524 | -23,845 | -84,369 | 6,228 | -90,597 | -1454.7% |
| Minority interests | 241 | 241 | 415 | |||
| Profit/(loss) for the period | -60,283 | -23,845 | -84,128 | 6,643 |
Press release | April 2, 2012 3 | 5
| PUBLISHED | REVISED | ||||
|---|---|---|---|---|---|
| 31/12/11 | adj | 31/12/11 | 31/12/10 | ||
| (EUR '000) | (EUR '000) | (EUR '000) (EUR '000) | |||
| ASSETS | |||||
| Goodwill | 3.820 | 3.820 | 31.492 | -27.672 | |
| Other intangible assets | 13.928 | 13.928 | 40.916 | -26.988 | |
| Property, plant and equipment | 19.745 | 19.745 | 86.429 | -66.684 | |
| Investments accounted for using the equity method | 3.514 | 3.514 | 10.198 | -6.684 | |
| Deferred tax assets | 13.168 | 13.168 | 31.877 | -18.709 | |
| Derivative financial instruments | 332 | 332 | 0 | 332 | |
| Other long-term receivables | 13.509 | 13.509 | 90.429 | -76.920 | |
| Non-current assets | 68.016 | 68.016 | 291.341 | -223.325 | |
| Inventories and contracts in progress | 98.311 | 98.311 | 102.694 | -4.383 | |
| Accounts receivable | 41.347 | 41.347 | 89.249 | -47.902 | |
| Other receivables | 68.909 | 68.909 | 25.286 | 43.623 | |
| Derivative financial instruments Assets | 1.025 | 1.025 | 1.535 | -510 | |
| Available-for-sale financial Assets | 232.305 | -23.845 | 208.460 | 0 | 208.460 |
| Cash and cash equivalents | 11.943 | 11.943 | 18.102 | -6.159 | |
| Current assets | 453.840 | 429.995 | 236.866 | 193.129 | |
| Total assets | 521.856 | 498.011 | 528.207 | -30.196 | |
| EQUITY AND LIABILITIES | |||||
| Share capital | 38.408 | 38.408 | 37.888 | 520 | |
| Share premium | 126.366 | 126.366 | 125.421 | 945 | |
| Treasury shares | -8.612 | -8.612 | -8.655 | 43 | |
| Hedging and other reserves | 10.141 | 10.141 | 9.878 | 263 | |
| Cumulative translation differences | -7.565 | -7.565 | -9.948 | 2.383 | |
| Retained earnings | -67.842 | -23.845 | -91.687 | -3.269 | -88.418 |
| Reserves of a disposal group classified as held for | 524 | 524 | 0 | 524 | |
| Capital and reserves attributable to Company's | 91.420 | 67.575 | 151.315 | -83.740 | |
| Non-controlling interests | 1.143 | 1.143 | 1.087 | 56 | |
| TOTAL EQUITY | 92.563 | 68.718 | 152.402 | -83.684 | |
| Borrowings | 22.348 | 22.348 | 39.943 | -17.595 | |
| Derivative financial instruments Liabilities | 994 | 994 | 344 | 650 | |
| Deferred tax liabilities | 1.095 | 1.095 | 948 | 147 | |
| Provisions | 10.876 | 10.876 | 87.191 | -76.315 | |
| Other long-term liabilities | 4.828 | 4.828 | 43.861 | -39.033 | |
| Non-current liabilities | 40.141 | 40.141 | 172.287 | -132.146 | |
| Provision Short Term Borrowings |
10.215 30.201 |
10.215 30.201 |
11.812 5.115 |
-1.597 25.086 |
|
| Other short-term financial liabilities | 1.510 | 1.510 | 751 | 759 | |
| Accounts payable | 51.146 | 51.146 | 63.412 | -12.266 | |
| Current income tax liabilities | 681 | 681 | 2.384 | -1.703 | |
| Available-for-sale financial Liabilities | 151.907 | 151.907 | 0 | 151.907 | |
| Other payables and accruals | 143.492 | 143.492 | 120.044 | 23.448 | |
| Current liabilities | |||||
| Total liabilities | 389.152 429.293 |
389.152 429.293 |
203.518 375.805 |
185.634 53.488 |
Press release | April 2, 2012 4 | 5
IBA sa. | Chemin du Cyclotron, 3 | 1348 Louvain-la-Neuve | Belgium | Tel.: + 32 10 47 58 11 | Fax: + 32 10 47 58 10 | E-mail: [email protected] | www.iba-worldwide.com | RPM Nivelles | VAT: BE 0428.750.985
| PUBLISHED | REVISED | |||
|---|---|---|---|---|
| 31/12/11 | Adj. | 31/12/11 | 31/12/10 | |
| (EUR '000) | (EUR '000) | (EUR '000) | ||
| Cash flow from operating activities | ||||
| Net profit/(loss) for the period | -60,524 | -23845 | -84,369 | 6,228 |
| Adjustments for: | ||||
| Depreciation and impairment of property, plant and equipment | 20,006 | 20,006 | 10,741 | |
| Amortization and impairment of intangible assets | 33,141 | 23845 | 56,986 | 4,245 |
| Write-off on receivables | 881 | 881 | 2,119 | |
| Changes in fair value of financial assets (gains)/losses | 2,392 | 2,392 | -465 | |
| Changes in provisions | 11,100 | 11,100 | 8,409 | |
| Taxes | 13,929 | 13,929 | 224 | |
| Share of result of associates and joint ventures accounted for using the equity method |
-413 | -413 | -1,455 | |
| Other non cash items | 1,969 | 1,969 | 1,596 | |
| Net profit/(loss) before changes in working capital | 22,481 | 22,481 | 31,642 | |
| Trade receivables, other receivables, and deferrals | -6,107 | -6,107 | -15,039 | |
| Inventories and contract in progress | 21,126 | 21,126 | 6,420 | |
| Trade payables, other payables, and accruals | 3,332 | 3,332 | 12,489 | |
| Change in working capital | 18,351 | 18,351 | 3,870 | |
| Income tax paid/received, net | -2,284 | -2,284 | -1,323 | |
| interest paid | 1,443 | 1,443 | 1,623 | |
| interest received | -1,723 | -1,723 | -4,400 | |
| Net cash (used in)/generated from operations | 38,268 | 38,268 | 31,412 | |
| Cash flow from investing activities Acquisition of property, plant, and equipment |
||||
| Acquisition of intangible assets | -25,435 | -25,435 | -15,918 | |
| Disposal of fixed assets | -4,857 | -4,857 | -6,740 | |
| Acquisitions of subsidiaries, net of acquired cash | 297 | 297 | 331 | |
| Acquisition of third party and equity-accounted companies | 0 -3,651 |
0 -3,651 |
8 -952 |
|
| Disposals of subsidiaries and equity-method-accounted |
0 | 0 | 50 | |
| companies, net of assigned cash Acquisition of non-current financial assets and loans granted |
||||
| Other investing cash flows | 0 -10,018 |
0 -10,018 |
0 -15,591 |
|
| Net cash (used in)/generated from investing activities | -43,664 | -43,664 | -38,812 | |
| Cash flow from financing activities | ||||
| Proceeds from borrowings | 16,916 | 16,916 | 36,971 | |
| Repayments of borrowings | -4,609 | -4,609 | -28,014 | |
| Interest paid | -1,443 | -1,443 | -1,623 | |
| Interest received | 353 | 353 | 441 | |
| Capital increase (or proceeds from issuance of ordinary shares) | 1,429 | 1,429 | 915 | |
| Purchase of treasury shares | 0 | 0 | -593 | |
| Dividends paid | -3,843 | -3,843 | -94 | |
| Other financing cash flows | -1,207 | -1,207 | -266 | |
| Net cash (used in)/generated from financing activities | 7,596 | 7,596 | 7,737 | |
| Net cash and cash equivalents at the beginning of the year | 18,102 | 18,102 | 17,586 | |
| Changes in net cash and cash equivalents | 2,200 | 2,200 | 337 | |
| Exchange gains/(losses) on cash and cash equivalents | 108 | 108 | 179 | |
| Net cash and cash equivalents at the end of the year | 20,410 | 20,410 | 18,102 |
IBA sa. | Chemin du Cyclotron, 3 | 1348 Louvain-la-Neuve | Belgium | Tel.: + 32 10 47 58 11 | Fax: + 32 10 47 58 10 | E-mail: [email protected] | www.iba-worldwide.com | RPM Nivelles | VAT: BE 0428.750.985
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