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IMEXHS LIMITED — M&A Activity 2021
Jul 25, 2021
65120_rns_2021-07-25_d3415217-b79d-4d38-9baf-09ccaa346f57.pdf
M&A Activity
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Built by physicians for physicians Acquisition of RIMAB SAS
26 July 2021
Acquisition Overview
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IMEXHS to acquire radiology services provider RIMAB SAS for COP24.3 billion (~A$8.5m[1] ) less estimated purchase price adjustments
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Purchase price comprises ~A$1.4m cash and ~3,649,064 shares issued based on 10-day VWAP to 3 days prior to this announcement
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Acquisition represents 6.6x[2] RIMAB’s 2020 EBITDA of A$1.5m[3] and is expected to be earnings accretive
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RIMAB’s 2020 revenue was A$9.0m[3] (post acquisition on a consolidated basis ~$3.2m[4] )
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RIMAB closely associated with IMEXHS through management ownership and joint agreements
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IMEXHS Board has undertaken extensive due diligence on RIMAB and the radiology services sector in Latin America
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An independent expert opinion has been sought
• Acquisition requires shareholders’ approval at an Extraordinary General Meeting to be held in mid-September 2021
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Based on the COP:AUD exchange rate used under the Share Purchase Deed of 2,840: 1.
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Purchase price COP24.3 billion / RIMAB EBITDA COP3.7 billion
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Audited 2020 Financial Statements; Converted at 2020 Average COP:AUD exchange rate of 2,536: 1.
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Significant transactions occur between IMEXHS and RIMAB that will be eliminated from revenue in the consolidated results going forward. RIMAB revenue of A$9.0 less revenue recognised in IME from RIMAB of $4.4m less revenue recognised in RIMAB from IME of $1.2m less exchange rate differences $0.2m = $3.2m (refer page 33 of IME 2020 Annual Report).
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IMEXHS LTD | Acquisition of RIMAB SAS July 2021
About RIMAB SAS
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Provides radiology services to hospitals and medical facilities in Colombia and teleradiology to Heath Time in Spain
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Co-founded in 2012 by IMEXHS CEO Dr German Arango
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RIMAB and IMEXHS have several clients in common and joint agreements in place
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IMEXHS is the exclusive imaging software provider to RIMAB
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Contracted revenue base with 90% of revenue from top 3 customers
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~ 40 radiologists highly skilled workforce
2020 Revenue A$9.0m Up 60%
1.2m+ studies completed per annum 2020 EBITDA A$1.5m 25+ radiology centres
IMEXHS LTD | Acquisition of RIMAB SAS July 2021
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Acquisition Benefits
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Strengthens customer offering Increases growth opportunities with imaging and teleradiology in Colombia, LATAM, Spain and services longer-term, the US Test bed for the development Removes related party and training of Artificial transactions and improves Intelligence (AI) tools transparency Rationalises management Earnings accretive structure
Combined group well positioned to take advantage of radiology growth in key markets
IMEXHS LTD | Acquisition of RIMAB SAS July 2021
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Radiology Process
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CONSULTATION RADIOGRAPHY DIAGNOSTIC
Domestic Pure teleradiologist
Teleradiology company, either domestic
or international, meeting
External Diagnostic
local demandfor imaging
International
diagnostic
Third party radiologists
Teleradiology
RIMABprovides this service
forSpanish hospitals
Patient Radiographer
Patientpresents Images produced
In-house [1] radiologist
by thehospitalsor
at thehospital outsourced Internal interprets images remotely
Teleradiology (e.g. from home or another
site)
Internal Diagnostic
Traditional on-site radiology
On-site Reading reading by in-house [1 ]
radiologists
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RIMAB Positioning
1.In-house radiologist can include companies providing outsourced radiology services within the medical facility Research report by consulting firm Advancy commissioned by the IMEXHS Board of Directors (Advancy Report)
IMEXHS LTD | Acquisition of RIMAB SAS July 2021
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RIMAB well positioned for growth in Colombia, LATAM, Spain and the US
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International
teleradiology
4%
On-site
Radiology
Services 2020 Internal
Teleradiology
48% Revenue 48%
1
$9.0M
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Outsourced radiology services in Colombia (96%)
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Split 50/50 between on-site and internal teleradiology
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High quality radiologist team with experience in top tier technology / software (IMEXHS)
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Strong player in Bogota with ~5% market share; opportunity to grow in Bogota and the rest of Colombia
International teleradiology services (4%)
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Currently teleradiology services to deal with overflow and complex cases at Health Time, Spanish hospital group
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Regulatory barriers limit the ease of implementation
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Pipeline of opportunities in Spain, Ecuador, Peru, Mexico and longer- term, the US
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2020 Average COP/AUD rate of 2,536.
IMEXHS LTD | Acquisition of RIMAB SAS July 2021
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RIMAB driving AI capabilities
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Number of Images Stored (m)
940
488
231
99
32
2016 2017 2018 2019 2020
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Images almost doubled to 940m reflecting full year of Colsubsidio contract
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Important test bed for the development and training of AI tools
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Developed Stella AI engine which integrates own and third party AI algorithms including chest X-ray, CI and brain MR tools
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Released non-imaging AI tools in natural language processing
Developing a large AI library provides IMEXHS with a key competitive advantage
IMEXHS LTD | Acquisition of RIMAB SAS July 2021
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Benefits of a combined group
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FUTURE RADIOLOGYCHAIN
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Patient Scan PACS [1]
Physician
In-house
Cloud
Full process of image/report
transfer powered bysoftware
Artificial
FinalReport Radiologist
Intelligence Diagnostic and reporting
assistedandoptimised byAI
Preliminary
Teleradiologist Report
(domestic / global)
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The role of technology in radiology, in particular AI, will increase in the future.
- RIMAB provides IMEXHS with the data to develop AI tools
• IMEXHS provides RIMAB with the technology – AI, software and teleradiology – to make the radiology process more efficient
Note: 1. Picturearchiving and communicationsystem Sources: Interviews,Management,Advancy analysis
IMEXHS LTD | Acquisition of RIMAB SAS July 2021
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Expanded Customer Offering
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Software-as-a-Service Radiology Services (RIMAB)
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Aquila customised radiology Outsourced radiology services
offering
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Teleradiology services
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Standardised radiology solution
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(Aquila in the Cloud) Enhanced AI development
• capabilities
Other medical verticals (Alula –
pathology, Anteros – cardiology)
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IMEXHS LTD | Acquisition of RIMAB SAS July 2021
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Addressable Markets and Growth Drivers
Outsourced radiology market in Colombia
1 $500m
External teleradiology market in Latin America $239m
Growth drivers
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Population growth
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Ageing population
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Increased demand for diagnostic imaging and more accurate and technologically advanced imagery (MRI, CIT scans, etc.)
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Most new hospitals outsource their radiology services (due to high set up costs, scarcity of high quality radiologists, turnaround time and price)
Note: 1. Colombian market for radiology services is estimated at A$1bn. 50% of these services are outsourced to third parties. A trend that is also evident across Latin America. Source: Advancy Report
IMEXHS LTD | Acquisition of RIMAB SAS July 2021
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Indicative Timetable
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| RIMAB SAS Acquisition Announcement | 26 July 2021 |
| Conference Call starting at 11.00am | 27 July 2021 |
| Q2 2021 Activity Report & Appendix 4C | 30 July 2021 |
| Notice of Meeting dispatched | ~Mid-August 2021 |
| ImexHS Half Year 2021 Results | 30 August 2021 |
| Extraordinary General Meeting | ~Mid-September 2021 |
| Completion | ~October 2021 |
| These dates are indicative and subject to change. |
IMEXHS LTD | Acquisition of RIMAB SAS July 2021
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Appendix
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Joint Agreements
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RADIOLOGY VALUEOF MACHINE CUSTOMER RIMABOFFERING # MACHINES COMMENTS SERVICE MACHINES | AUD OWNERSHIP ▪ 98% of revenue Part hardware Internal and IMEXHS:100% 3 X-ray (after withholding tax Software on-site 28 Ultrasound ~$1.0M (of provided of ~11%) and costs Service radiology hardware) attributed to IMEXHS Internal and ▪ Provided full fitHardware on-site 1 CT RIMAB: 70% out, including Software ~$2.0M radiology 1 MRI IMEXHS:30% furniture, monitors, Service and infrastructure 1 Ultrasound Part hardware Internal and RIMAB:100% ▪ 95% revenue share Software on-site 1 Digitalizing ~$0.1M (of provided to IMEXHS Service radiology Machine hardware) Source: Advancy Report
Significant joint agreements between RIMAB and IMEXHS, all in Bogota
IMEXHS LTD | Acquisition of RIMAB SAS July 2021
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Radiology Workflow
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SCHEDULING & IMAGE THERAPY & OUTCOMES & DATA REPORTING
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PREPARATION ACQUISITION TREATMENT FOLLOW-UP ANALYSIS
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▪ Scheduling ▪ Radiology ▪ Radiologists ▪ Radiologists ▪ Physicians ▪ Physicians patientsinto technicians take an access the image writeareport receive the follow-upwith the appropriate image of the patient through the PACS detailingtheir radiologist report patient and ensure a medical facilities (e.g.X-ray,CT, MRI) and diagnose the diagnosisand and administerthe positive outcome for diagnostic in a medical patient recommendappropriate therapy scans facility,which is dations and treatment to then uploaded to a the patient PACS[1]
TELERADIOLOGY PRESENCE IMEXHS SOFTWAREPRESENCE
RIMABPositioning Source: Advancy Report
IMEXHS LTD | Acquisition of RIMAB SAS July 2021
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Teleradiology Needs
INTERNAL TELERADIOLOGY
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Optimises the radiology workforce of a medical facility by:
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Managing demand variability (e.g. out-of-hours, emergencies, etc.)
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Utilising specialists across the network to improve reporting times and patient outcomes
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Reducing the need for on-site radiologists across all facilities and/or in remote locations
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EXTERNAL TELERADIOLOGY
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Remote reporting for other geographies
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Urgent and after hours reporting
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Preliminary reads and routine backlog
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Sub-specialty reporting
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Second opinions
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Provides flexibility for radiology staff to work remotely, improving retention
IMEXHS LTD | Acquisition of RIMAB SAS July 2021
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Disclaimer
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The information contained in this Presentation or subsequently provided to the Recipient of this Presentation, whether orally or in writing by or on behalf of ImExHS Limited or its respective employees, agents or consultants (“Information”) is provided to the Recipient on the terms and conditions set out in this notice.
The Recipient should not treat the Information as advice relating to legal, taxation, financial product or investment matters and should consult their own advisers. This Presentation does not purport to contain all the information that a prospective investor may require. The Information may not be appropriate for all persons and it is not possible for ImExHS Limited to have regard to the investment objectives, financial situation and particular needs of each Recipient who reads or uses the Information . Accordingly, no recommendation or expression of opinion is contained within the Information. Further, no representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the Information, including the likelihood of achievement or reasonableness or any forecasts, prospects or returns contained in the Information. Before acting in reliance on any Information, the Recipient should conduct their own investigation and analysis in relation to the investment opportunity presented by this Presentation and should check the accuracy, reliability and completeness of the Information and obtain independent and specific advice from appropriate professional advisers. Statements contained in the Information, particularly those regarding possible or assumed future performance or potential growth, prospects or projections of ImExHS Limited are, or may be, forward looking statements. Such statements relate to future events and expectations and, as such, involve known and unknown risks, uncertainties and contingencies. The Information may also be subject to clarification and change and ImExHS Limited may in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the Information.
The Information is for informational purposes only and does not constitute an offer to issue, or arrange to issue, securities or other financial products. The Information is not, and should not be construed to be, a Prospectus.
To the maximum extent permitted by law none of ImExHS Limited or its respective employees, agents or consultants nor any other person accepts any liability, including, without limitation, any liability arising out of fault of negligence, for any loss arising from the use of the Information.
IMEXHS LTD | Acquisition of RIMAB SAS July 2021
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