Eckert & Ziegler BEBIG, Mick Radio-Nuclear Instruments, WOLF-Medizintechnik (WOmed)

Pressemitteilungen

Wir halten Sie auf dem Laufenden! Wenn Sie Fragen zu unseren Pressemitteilungen haben, können Sie uns gerne über das Kontaktformular der Website kontaktieren. Bleiben Sie über die neuesten Nachrichten unseres Unternehmens auf dem Laufenden:
 
Print

IBt - International Brachytherapy s.a.: IBt SA and Eckert & Ziegler AG: Consolidation of Activities

Embargo - 17h40 (Brussels time) Feb18, 2008

Seneffe - February 18, 2008

IBt - (Reuters: IBTH.BR - Bloomberg: IBTB BB)
Eckert & Ziegler - (Reuters: EUZ - Bloomberg: EUZG)

IBt s.a., based in Seneffe, Belgium (IBt), and Eckert & Ziegler AG, based in Berlin, Germany (EZAG), have today signed a letter of intent related to the combination and the consolidation of their respective radiation therapy activities.

GOAL

Thanks to the very strong complementarities between the two companies, this transaction will create the undisputed market leader in Europe in the field of permanent brachytherapy solutions. The enlarged IBt group will have very strong established presences in France, the Netherlands, Germany, Belgium, the United Kingdom and Ireland and experiencing rapidly growing sales in other parts of Central and South Europe. It will be a strong European brachytherapy player with the ability to leverage its sales, development and marketing costs over a much larger revenue base.

VALUATION

To achieve this leading position, EZAG will divest from its wholly owned entity, Bebig GmbH, and will contribute the shares of Bebig GmbH (together with all its affiliated entities, i.e. subsidiaries in Italy and Spain and branches in France and in India) (all together the "Bebig group") into IBt s.a. The transfer of these assets will be made debt free.

The value of the assets will be calculated on the basis of the following formula:

"5.5 x EBITDA"

(with "EBITDA" to be the EBITDA booked by the "Bebig group" over the year 2007).

plus the value of the Net Working Capital.

Subject to auditors review and confirmation, it is expected that this EBITDA amount should be close to 3.9 Mio E.

FINANCING

The price to be paid by IBt would therefore be approximately 21.5 Mio EUR for the assets plus an additional 1.95 Mio EUR relating to working capital (inventories and receivables).

IBt s.a. will finance this transfer utilizing two sources of funding:

(1) issuance of a new loan (with funds to be provided by current reference shareholders of IBt), and
(2) issuance of new IBt shares to EZAG, through the use of the "authorized capital", at a price of 3.47 EUR per share. As a result of this issuance of new IBt shares, EZAG would hold approximately 29.9 % of the voting rights.

ADDITIONAL DEVELOPMENTS

1. As part of the transaction, IBt will be granted, for a limited period of one year, an option to purchase another division of EZAG (focusing on HDR "temporary brachytherapy treatments").

The price for these assets will be based on the formula: EBITDA x 6 (but with a minimum price of 5 Mio E). For reference purposes, this division generated revenues of about 12 Mio EUR in 2007, it was cash generating and profitable.

2. Additionally, the parties will investigate EZAG acquiring or otherwise having access to the two - currently idle - cyclotrons installed in Seneffe. Access to these two cyclotrons would provide EZAG with the nucleus for a new radiopharmaceutical production site, located south of Brussels. The site would complement the existing cyclotron network of EZAG and strengthen its position as the second largest European distributor of PET isotopes.

As a reminder, these machines have already been fully depreciated in the books of IBt as a result of its decision to discontinue its activities in the USA (results of Q3, 2007).

3. Finally, in a separate and private transaction, the founders of IBt are considering granting an option to EZAG to acquire the "type A" beneficiary shares that they currently hold through IBt TP, a US partnership. In exchange they would receive EZAG shares. Such transfer would be subject to IBt's shareholder approval.

PERSPECTIVES

The new IBt group, with head offices in Seneffe, will have two operating facilities (based in Seneffe and Berlin).

It is expected that the group will generate sales close to 20 Mio EUR in 2008 (or up to 30 Mio EUR if the option to purchase the "HDR division" of EZAG is exercised by IBt) and that the EBITDA margin in 2009 will exceed 30%

The companies have started the due diligence process already and expect to take the final decision whether or not to proceed with the transaction and finalize the closing within the next ten days.

IBt, International Brachytherapy s.a., designs, produces and sells worldwide a complete range of radiotherapy implants used in brachytherapy. Brachytherapy is a medical technology by which implants containing radio isotopes are placed in the heart of cancer tissue. The local radiation from the implants then destroys the cancerous cells. The main application for brachytherapy today is the treatment of localised prostate cancer.

Eckert & Ziegler Strahlen- und Medizintechnik AG, headquartered in Berlin, is a globally active isotope technology company and holding company for a number of specialised subsidiaries that process radioisotopes as well as develop, manufacture and sell isotope technology components, medical technology equipment and related products.

Contacts : +32-64- 520 811 François Blondel and Serge Lamisse, Administrateurs Délégués
Internet: www.ibt.be

Back