Revenio completes CenterVue acquisition
Stock exchange release, 30 April, 2019 at 14.30 EET
Revenio completes CenterVue acquisition
Revenio Group Corporation ("Revenio", "the Company") has today completed the acquisition disclosed on 13 April 2019 of the entire share capital of the Italian CenterVue SpA (“CenterVue”) at an enterprise value of EUR 59 million. The purchase price was paid in cash. In addition, the parties have agreed on an arrangement whereby Revenio will pay an additional purchase price of EUR 1 million upon the fulfillment of the terms of the additional purchase price, agreed on by the parties, by the end of 2020. To carry out the transaction, Revenio established an Italian subsidiary, Revenio Italy S.R.L., which purchased the shares of the acquired company. Revenio has guaranteed the subsidiary’s payment obligations relating to the purchase price in the purchase agreement. The closing of the transaction does not require approval from the competition authorities.
Timo Hildén, CEO of Revenio:
”I am extremely pleased that the CenterVue acquisition has now been completed at a rapid pace and we can start the integration work as planned. The acquisition supports our goal of strengthening our position as the global market leader in devices for the diagnostics and monitoring of the eye, and glaucoma in particular. The well-known brands of both companies, the strong installed device base, and patent-protected technology enable us to offer the customers of both companies all modern products needed to diagnose glaucoma. CenterVue’s imaging products will also allow Revenio’s product portfolio to be expanded beyond glaucoma to rapidly increasing eye diseases. The personnel of both companies is extremely motivated and forward-looking, which I believe will significantly contribute to building common practices and corporate culture.”
Shareholder value and the financial impact of the transaction
The Italian CenterVue is a leading global supplier of ophthalmic devices. Its products are an excellent complement to Revenio’s product portfolio which is focused on tonometry. The illustrative*) combined net sales of Revenio and CenterVue for 2018 amounted to EUR 49.3 million. The transaction is estimated to accelerate Revenio’s growth and to have an immediate positive impact on the operating margin.
Through the acquisition of CenterVue, Revenio attains a profitable growth company and its strong product portfolio for eye diagnostics. Following the closing of the transaction, Revenio will have the capacity to offer its customers ophthalmic products on a one-stop-shop basis, which provides an excellent foundation for future growth. The acquisition will also provide Revenio with a significant amount of non-glaucoma-related optical expertise, which it did not previously have.
The transaction is estimated to accelerate Revenio’s sales growth and to have an immediate positive impact on EBITDA.
Based on preliminary estimates of potential synergies, the combined company is expected to achieve a total of 5% in annual sales and cost synergies, calculated from the combined company’s net sales.
The transaction is not expected to cause significant one-time integration costs or investments.
Due to the acquisition, Revenio will refine its financial guidance published on 14 February 2019 after the completion of the transaction, the allocation of the balance sheet of the acquired company and the completion of the purchase price specifications.
*) The combined financial information is presented for illustrative purposes only. The combined financial information gives an indication of the combined company's net sales under the assumption that the activities had been included in the same company from the beginning of the latest financial year. The combined financial information is based on a hypothetical situation and should not be viewed as pro forma financial information, as differences in accounting principles have not been taken into account.
Financing of the acquisition
A part of the purchase price was paid by a debt, subject to customary conditions, given by Danske Bank A/S, Finland Branch (“Danske Bank”). The debt financing related to the arrangement consists of a 3-year term loan in an aggregate amount of EUR 30 million, which is amortized by EUR 1.05 million repayments per quarter with the outstanding amount payable at termination.
Revenio paid the remaining part of the purchase price with the proceeds it gained through a directed share issue on 24 April 2019.
The financials presented are based on unaudited CenterVue financials. The numbers have been prepared under Italian accounting legislation and standards and they are not IFRS adjusted.
Net sales (MEUR) 18.6 15.0
Operating profit (MEUR) 3.9 2.0
Operating profit, % 21.2% 13.5%
Fixed assets (MEUR) 0.5 0.5
Current assets (MEUR) 12.5 8.1
Total assets 13.0 8.6
Equity (MEUR) 7.2 4.1
Liabilities (MEUR) 5.9 4.5
Total equity and liabilities 13.0 8.6
Ernst & Young Oy has acted as the M&A advisor and Eversheds Sutherland as the legal advisor in the transaction.
Revenio Group Corporation
Board of Directors
For further information, please contact:
Timo Hildén, CEO, tel. +358 40 580 4774
Financial Supervisory Authority
The Revenio Group in brief
Revenio is a Finnish, globally operating health technology corporation whose worldwide success is based on a strongly patented intraocular pressure measurement technology.
The Revenio Group consists of Icare Finland Oy, Revenio Research Oy and Oscare Medical Oy. Revenio’s core business is to develop and commercialize effective and easily adopted devices to assist in the diagnostics of glaucoma and its monitoring during treatment.
Revenio seeks vigorous growth in health technology. Revenio aims to develop even more efficient and easily adopted methods for the early-stage detection of diseases with significance for public health. The focus of Revenio’s technology is on the early detection of glaucoma, skin cancer and asthma, and the monitoring of these during the treatment process.
In 2018, the Revenio Group's net sales totaled EUR 30.7 million, with its operating margin standing at 33.3%. Revenio Group Corporation is listed on Nasdaq Helsinki.