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Ion Beam Applications, SA

M&A Activity Apr 2, 2012

3960_iss_2012-04-02_c31e84d9-0042-47c5-864c-4e110545e584.pdf

M&A Activity

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IBA closes its IBA Molecular transaction with SK Capital and revises its 2011 Financial Statements accordingly

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".

About IBA Molecular

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.

About SK Capital

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.

Contact:

IBA Molecular Randall Mastrangelo Vice President, Marketing E-mail: [email protected]

SK Capital Partners James Marden Managing Director E-mail: [email protected]

IBA Group

Jean Marc Bothy Chief Financial Officer E-mail: [email protected]

Press release | April 2, 2012 2 | 5

CONSOLIDATED PROFIT & LOSS STATEMENT

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

CONSOLIDATED BALANCE SHEET

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

CONSOLIDATED CASH-FLOW STATEMENT

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

Press release | April 2, 2012 5 | 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

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