|
MYD
MYD
MYD - Myriad - Acquisition of the earth Medical Business and Further Cautionary
Myriad Medical Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2006/006371/06)
Share code: MYD & ISIN: ZAE000085825
("Myriad" or "MMH")
ACQUISITION OF THE EARTH MEDICAL BUSINESS
FURTHER CAUTIONARY ANNOUNCEMENT
1. Introduction
Myriad is pleased to announce that it has reached an agreement with Earth
Medical CC (the Vendor) whereby its wholly owned subsidiary Myriad Medical
(Pty) Limited (MMPL) will acquire the Vendor`s business as a going concern
(the Earth Medical Business).
The Earth Medical Business markets and distributes medical devices in the fields
of infection control, arthroscopy and arthroplasty (orthopedics), urology
and women`s health. Earth Medical CC is an established business that has
been operating for 16 years.
The effective date of the acquisition is 1 April 2007.
2. Settlement of the purchase consideration
The purchase consideration of R20 million will be settled as follows:
- R8.5 million in cash and R3.5 million by way of an issue of shares at
an issue price 98 cents per share, payable on the completion of the
resolutive conditions set out in 5 below;
- The Earth Medical Business has warranted a Profit After Tax (PAT) of
R4 million for the 12 month period from 1 April 2007 to 31 March 2008
and a PAT of R4 million for the 12 month period from 1 April 2008 to
31 March 2009, (the Warranted Profit). On achievement of the Warranted
Profit, a payment of R8 million will be made, to be settled by R5
million in cash and R3 million by way of an issue of shares in MMH, at
an issue price of 98 cents per share. Should the Warranted Profit not
be achieved for either the 2008 and/or the 2009 years there will be a
proportional reduction of the R8 million above.
3. Rationale for the acquisition
The acquisition of the Earth Medical Business will have the following benefits:
- It will give Myriad access to a focused range of complementary
agencies and products.
- The infection control component of the Earth Medical Business will
provide for cross synergies with the other products in the Myriad
stable and will expand the surgical product offering.
- The arthroscopy and arthroplasty business will provide Myriad with an
entree into the orthopedics area of medical devices.
- The women`s health business will provide a platform of products and
sales teams to enable Myriad to develop a business in what is growth
area of the market.
- It will further strengthen the group`s management team and give the
group specialist sales skills in these areas.
4. Financial effects
The unaudited pro forma financial effects of the acquisition, based on the
published reviewed results of Myriad for the period ended 30 November 2006
are set out below. The unaudited pro forma financial effects have been
prepared for illustrative purposes only to provide information on how the
acquisition may have impacted on the results and financial position of
Myriad. Preparation of the unaudited pro forma financial effects is the
responsibility of the directors. Because of their nature, the pro forma
financial effects may not fairly present Myriad`s financial position after
the acquisition or the effect on future earnings:
Before the After the %
acquisition acquisition - change
Pro forma
Earnings (cents per share) 4.9 5.7 17.8
Headline earnings (cents per share) 4.9 5.7 17.8
Net asset value (cents per share) 52.9 61.5 16.4
Net tangible asset value (cents per 22.1 24.2 9.5
share)
Average and weighted average number of 166,388 169,980
shares in issue (000)
Number of shares in issue (000) 183,764 190,397
Notes and assumptions:
a)Earnings and headline earnings figures in the "After" column are
based on the assumption that the acquisition took place on 1 June
2006, after taking into account the following adjustments:
- The full purchase consideration of R20 million has been
included in these calculations.
- The pro-forma numbers for Earth Medical Business are
unaudited management accounts for the 6 months from 1 June
2006 to 30 November 2006.
b)The net asset value and net tangible asset value figures in the
"After" column are based on the assumption that the acquisition
took place on 30 November 2006.
5. Resolutive conditions
a. The failure to transfer the rights to agencies, held by the Vendor to
MMPL for a minimum of 3 years or such shorter period should MMPL
agree; and
b. The failure to satisfy a due-diligence investigation by MMPL into the
Earth Business.
6. Categorisation of the acquisition
The acquisition is categorised as a Category 3 transaction in terms of the JSE
Limited Listings Requirements.
7. Cautionary announcement
Further to the cautionary announcement dated 1 March 2007 shareholders are
advised that Myriad remains in negotiations which may have a material
effect on the price of its securities. Accordingly, shareholders are
advised to continue exercising caution in dealing in Myriad`s securities
until a further announcement is made.
Johannesburg
28 March 2007
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Legal Advisers
Fluxmans Attorneys
Auditors
Moores Rowland
Date: 27/03/2007 15:12:00 Produced by the JSE SENS Department.
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
