BATM Advanced Communications Ld Acquisition (0513W)
February 06 2017 - 1:00AM
UK Regulatory
TIDMBVC
RNS Number : 0513W
BATM Advanced Communications Ld
06 February 2017
6 February 2017
BATM Advanced Communications Limited
("BATM" or "the Group")
BATM Acquires Zer Laboratories Ltd
BATM Advanced Communications Limited (LSE: BVC), a leading
provider of real-time technologies for networking solutions and
medical laboratory systems, is pleased to announce that it has
entered into an agreement (the "Agreement") to purchase the entire
issued share capital of Zer Laboratories Ltd. ("Zer Laboratories")
for a consideration of NIS 2.75 million (approx. GBP580,000)
payable in cash (the "Acquisition").
Overview of Zer Laboratories
Zer Laboratories, headquartered in Tel Aviv, Israel and
established in 1976, is the largest private diagnostic laboratory
in Israel for clinical tests, mainly providing prenatal screening
tests for Down's Syndrome, genetic tests and additional tests
performed during IVF and fertility treatments.
Zer Laboratories unaudited revenues for full year 2015 amounted
to $2.4 million and profit before tax was $27,000. The Acquisition
is expected to be earnings accretive in the financial year ending
31 December 2017.
Rationale for the Acquisition
The Acquisition is in line with the Group's stated strategy of
becoming a prominent participant in the diagnostics markets in
which it operates. The primary reasons for the Acquisition are:
-- Synergies with BATM's existing offering of non-invasive
prenatal tests (NIPT) using Panorama, the NIPT of Natera, which
determines the chance that a pregnancy has certain chromosomal
abnormalities; Natera is a NASDAQ-listed company offering
proprietary bioinformatic solutions that enable laboratories
worldwide to expand their test offerings; Natera granted
distribution rights to BATM in Israel and Romania.
-- Capture the growth market in NIPT in Israel and markets in
Europe where BATM has a significant presence;
-- BATM's genetic laboratory, including sequencing machine that
conducts genetic tests, is currently going through a certification
process to carry out Panorama in Romania, which management expects
to expand to Israel and offer this test through Zer
Laboratories;
-- BATM intends to use Zer Laboratories for launching new,
advanced diagnostic DNA-based tests in Israel; and
-- BATM intends to use Zer Laboratories as a local reference
lab, together with several reputable European- and US-based labs,
for new molecular biology solutions from Adaltis.
Terms of the Acquisition
Under the terms of the Agreement, the Group will pay the
shareholders of Zer Laboratories an amount of NIS 2.75 million
(approx. GBP580,000), upon completion, for the entire issued share
capital of Zer Laboratories as follows:
-- Amount of NIS 1,560,000 (approx. GBP329,000) for the entire
issued share capital to Avraham Zer (Holdings) Ltd ("Avraham");
-- Payment to Dr. Yigal Shaham an amount of NIS 550,000 (approx.
GBP116,000) for the rights of Dr. Yigal Shaham in Zer Laboratories
and for his Non-Competition Undertaking;
-- Payment to Tami Zer an amount of NIS 320,000 (approx.
GBP67,500) for her Non-Competition Undertaking for a period of four
years; and
-- Payment to Avi Zer an amount of NIS 320,000 for his
Non-Competition Undertaking for a period of four years.
In addition to the above, for calendar years 2017, 2018, 2019
and 2020, BATM will pay Avraham 20% of any increase in sales by Zer
Laboratories compared with the sales generated in 2016 (in which
the revenues shall be recorded on a accumulative basis), provided
that the amount is not in excess of 40% of the net profit of Zer
Laboratories in each such calendar year (subject to a monetary
cap).
Dr. Zvi Marom, Chief Executive Officer of BATM, said: "We are
pleased to have acquired Zer Laboratories and welcome them to the
Group. They enjoy an excellent reputation in Israel and provide
much-needed tests and services to pregnant women. We look forward
to building on the success and established footprint of Zer
Laboratories, on the synergies with our operations in Romania, on
our investment in Toldot, our genetics subsidiary, and on new
developments from Adaltis, to widen the number of DNA-based tests
that we can offer for the benefit of more women in our current
geographies and beyond and deepen our involvement in
molecular-biology-based testing."
Enquiries:
BATM Advanced Communications
--------------------------------- -----------------
Dr Zvi Marom, Chief Executive
Officer +972 9866 2525
--------------------------------- -----------------
Moti Nagar, Chief Financial
Officer
--------------------------------- -----------------
finnCap
--------------------------------- -----------------
Stuart Andrews, Scott Mathieson +44 20 7220 0500
--------------------------------- -----------------
Shore Capital
--------------------------------- -----------------
Mark Percy, Anita Ghanekar +44 20 7408 4050
--------------------------------- -----------------
Luther Pendragon
--------------------------------- -----------------
Harry Chathli, Claire Norbury +44 20 7618 9100
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This information is provided by RNS
The company news service from the London Stock Exchange
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