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Medicalgorithmics S.A. — M&A Activity 2024
Feb 1, 2024
5705_rns_2024-02-01_a5fb51da-1d4f-4725-b021-82e52015328a.html
M&A Activity
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Medicalgorithmics US Holding will receive $0.66million from React Group as a sale price adjustment for Medi-Lynx
Current report no.: 3/2024
Date: February 1, 2024
Legal basis: Art. 17 para. 1 of MAR Regulation -confidential information
The Management Board of Medicalgorithmics S.A., basedin Warsaw (_quot;the Company_quot;), referring to the Company's current reportsno. 47/2022 and 52/2022, informs that it has received a notificationfrom React Health Holdings, LLC (_quot;React Health_quot;) that, in accordancewith the provisions of the Membership Interest Purchase Agreement("MIPA") concluded with Medi-Lynx Holdings, LLC (_quot;Buyer_quot;),Medicalgorithmics US Holding Corporation (_quot;Seller_quot;) will receive$660,000 (approximately PLN 2.6 million) as a sale price adjustment forshares in Medi-Lynx Cardiac Monitoring, LLC (_quot;Medi-Lynx_quot;).
This amount was not included in the Company'sfinancial plan, so upon receipt, it will additionally increase the cashreserves and as an increase in the Medi-Lynx disposal price, it will bereported as financial income in the first quarter of 2024.
This amount, in accordance with the provisions of theMIPA as the Company informed in current report no. 47/2022 of July 15,2022, represents 65% of the total amount being the difference (savings)between the total amount of disputed potential tax liabilities ofMedi-Lynx for Texas sales taxes and excise taxes for the period fromJuly 1, 2014, to December 31, 2020, and the amounts actually paid aspart of settling these liabilities by the React Group entities, reducedby any costs of conducting tax proceedings.
This payment was secured by a payment guaranteeprovided by React Health.
The increased financial resources in the possessionof the Company will additionally accelerate the implementation of theCompany's strategy (published by the Issuer's current report no. 16/2023of June 19, 2023), adopted after Biofund Capital Management LLC becameits largest shareholder.