10:00:17 EDT Thu 16 May 2024
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Principal Technologies to acquire Vivostat

2024-02-06 14:33 ET - News Release

Mr. Jerry Trent reports

PRINCIPAL TECHNOLOGIES ANNOUNCES FUNDAMENTAL ACQUISITION OF VIVOSTAT A/S

Principal Technologies Inc. has entered into an arm's-length binding share purchase agreement (SPA) to acquire 100 per cent of the equity interests of Vivostat, a 23-year-old Danish company which uses a unique autologous fibrin sealant solution for postsurgical use.

The company will pay approximately 7.5 million euros in cash plus 2.5 million common shares in the capital of the company at a price of 15 cents, based on last closing price of the common shares on the TSX Venture Exchange prior to this announcement, to the owners of Vivostat, as adjusted under the SPA. The company has received an expression of interest from a major European fund with respect to financing the acquisition and also expects to close a concurrent non-brokered equity offering to be priced in the context of the market after the announcement of the acquisition.

Vivostat currently generates approximately 3.6 million euros in revenues per year with a 60-per-cent gross profit margin. With Principal's backing and global expertise, Vivostat intends to accelerate the sales and marketing efforts in the six European Union (EU) countries, which currently account for the majority of sales and to grow sales in the numerous other EU countries where it is licensed.

Jerry Trent, chief executive officer of Principal, said: "We are delighted to announce our first major acquisition. This purchase is the culmination of an extensive due diligence process on dozens of potential health care targets in Europe. We were seeking a profitable target that offered truly industry-leading, licensed products with untapped global appeal. Such a target should also serve as a solid base upon which to build a profitable, scalable medtech and health care portfolio with strong synergies between its component companies. Vivostat checked all our boxes. We are excited to ramp up sales far beyond the current market. It is gratifying to note that all of Vivostat's key employees will remain with the company and become critical parts of the growth we forecast for the company."

Sven Lange, chief executive officer of Vivostat, added, "The acquisition by Principal now sets the stage for the global sales expansion of our industry-leading and patented product, subject to securing applicable foreign licences."

The company expects to pay a 1-per-cent finder's fee in relation to the acquisition of Vivostat, subject to approval of the TSX Venture Exchange. The transactions contemplated by the SPA and offering are subject to receipt of all necessary regulatory approvals and the satisfaction of various conditions to closing, including the approval of the TSX Venture Exchange. The offering remains subject to entering into definitive documentation.

The shares issued pursuant to SPA will be subject to a hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

Trading of the company's common shares on the TSX Venture Exchange will remain halted pending receipt and review of acceptable documentation pursuant to Section 5.6 (d) of TSX Venture Exchange Policy 5.3 regarding a fundamental acquisition.

About Principal Technologies Inc.

Principal Technologies is a Canadian-based health care acquisition company. The company is engaged in building a portfolio of profitable health care technology companies with a focus on those with global distribution potential which have intellectual property capable of enhancing medical treatment quality, cost efficiency, optimization of the patient pathway and implementation of point of care technologies.

We seek Safe Harbor.

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