Ikonisys Finalized the Acquisition of Hospitex with the Issuance of 2M New Shares to ETH Scientific
PARIS--(BUSINESS WIRE)--December 31, 2024--
Regulatory News:
Ikonisys SA (Euronext Growth Paris: ALIKO), a company specializing in the early and accurate detection of cancers through a unique, fully automated solution for medical analysis laboratories (the "Issuer"), today announces that it has completed the acquisition of Hospitex International Srl, with the issuance of 2 million new Ikonisys shares to ETH Scientific Srl, the former owner of Hospitex.
As disclosed in November 2023, Ikonisys signed an agreement to buy 100% of Hospitex International Srl for a total consideration of EUR4.5 million, paid through the issuance of 2 million new Ikonisys shares at a price of EUR2.25 per share. As presented in the half year results, the acquisition of Hospitex was finalized in April 2024. This issuance of shares to the former owner of Hospitex is the last formal step.
It is reminded that, if certain revenue targets are reached by Hospitex by December 31, 2024, an additional EUR1.125 million will be paid by Ikonisys in June 2025 through the issuance of additional 0.5 million new Ikonisys shares at a price of EUR2.25.
Following the pivotal acquisition of Hospitex, Ikonisys introduced a renewed corporate identity and business vision under the brand "ALIKO SCIENTIFIC" and its motto "Next Generation Cancer Diagnostics", marking the Group's transformation into a global hub for next-generation oncology diagnostics.
Legal terms of the Capital Increase
The implementation of this capital increase, carried out with cancellation of shareholders' subscription rights through a private placement, was approved by the Board of Directors of the Issuer at its meeting held on December 30, 2024 (the "Capital Increase").
The new shares will be issued on the basis of the 17(th) resolution of the Issuer's shareholders' meeting held on September 30, 2024. The delivery of the new shares will take place on January 2, 2025.
The newly issued shares have a lock-up until June 30, 2025.
The Capital Increase did not require the approval of a notice ("prospectus") by the Autorité des marchés financiers (the "AMF").
Main terms of the Capital Increase
The Issuer has issued a total of 2,000,000 new ordinary shares, with a par value of EUR0.5 each, to the investor, pursuant to article L. 225-129, 225-129-2 and 225-138 of the French Commercial Code, in accordance with the 17(th) resolution passed by its Annual General Meeting on September 30, 2024.
The issuance price of the new shares issued under the Capital Increase, equal to EUR2.25 per share, represents a premium of approximately 60% on the Ikonisys share price at the close of December 29, 2024.
Impact of the transaction in terms of liquidity risk management and financing horizon
This capital increase does not inject new liquidity into the company, but offsets a debt towards the former owner of Hospitex, following the acquisition of 100% of the Italian company.
As of December 31, 2023, and as mentioned in the annual financial report published on July 8, 2024, the Issuer's consolidated cash position amounted to EUR9.4k.
In order to strengthen its financial resources, Ikonisys completed a capital increase of EUR1m on January 2, 2024 and more recently four capital increases for a total cumulative sum of EUR1.2m on June, July, August, October and November 2024.
Taking into account the previously secured financing facility, the Company considers that it is now in a position to meet its financing needs for more than 12 months.
Impact of the Capital Increase on a shareholder holding 1% of the capital
On the basis of the 11,261,485 shares outstanding, the impact on the shareholding of a shareholder holding 1% of the Issuer's capital prior to the transaction is as follows:
On a non-diluted On a diluted
basis basis(1)
---------------------------------------------- ---------------- ------------
Before completion of the Capital Increase 1.00% 0.97 %
---------------------------------------------- ---------------- ------------
After issuance of the 2,000,000 shares
resulting from the Capital Increase 0.85 % 0.83 %
---------------------------------------------- ---------------- ------------
(1) Dilution takes into account the exercise of all outstanding dilutive instruments likely to result in the issuance of a maximum indicative number of 397,043 new shares.
Capital breakdown before and after completion of the Capital Increase
Before the Capital Increase:
Shareholder Number of shares % of share capital %of voting rights --------------------- ---------------- ------------------ ----------------- Cambria Co-Investment Fund 5,268,989 46.79% 55.22% --------------------- ---------------- ------------------ ----------------- Cambria Equity Partners 1,796,919 15.96% 18.59% --------------------- ---------------- ------------------ ----------------- MC Consulting* 351,464 3.12% 4.09% --------------------- ---------------- ------------------ ----------------- Redfish 4 listing Srl 233,333 2.07% 1.36% --------------------- ---------------- ------------------ ----------------- CC Holding Srl 166,666 1.48% 0.97% --------------------- ---------------- ------------------ ----------------- Free float 3,444,114 30.58% 19.77% --------------------- ---------------- ------------------ ----------------- Total 11,261,485 100% 100% --------------------- ---------------- ------------------ ----------------- Self-owned shares 48,965 --------------------- ---------------- ------------------ -----------------
*Holding company of the CEO, Mario Crovetto
After the Capital Increase:
Shareholder Number of shares % of share capital %of voting rights --------------------- ---------------- ------------------ ----------------- Cambria Co-Investment Fund 5,268,989 39.73% 49.46% --------------------- ---------------- ------------------ ----------------- Cambria Equity Partners 1,974,049 13.55% 16.66% --------------------- ---------------- ------------------ ----------------- MC Consulting* 351,464 2.65% 3.67% --------------------- ---------------- ------------------ ----------------- Redfish 4 listing Srl 233,333 1.76% 1.22% --------------------- ---------------- ------------------ ----------------- CC Holding Srl 166,666 1.26% 0.87% --------------------- ---------------- ------------------ ----------------- ETH Scientific 2,000,000 15.08% 10.43 --------------------- ---------------- ------------------ ----------------- Free float 3,666,983 25.97% 17.71% --------------------- ---------------- ------------------ ----------------- Total 13,261,485 100% 100% --------------------- ---------------- ------------------ ----------------- Self-owned shares 48,965 --------------------- ---------------- ------------------ -----------------
*Holding company of the CEO, Mario Crovetto
Risk factors related to the Issuer
Detailed information about the Issuer, including its business, financial information, results, outlook and related risk factors, is contained in the 2023 annual financial report for the financial year ended December 31, 2023, published on July 8, 2024. This document, together with other regulated information and all the Issuer's press releases, is available on the Issuer's website (www.ikonisys-finance.com).
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About ALIKO SCIENTIFIC (Ikonisys SA)
Headquartered in Paris, ALIKO SCIENTIFIC is the parent company of an international ecosystem of businesses dedicated to advancing oncology diagnostics. Listed on Euronext Growth Paris under the ticker ALIKO, the company coordinates industrial, financial and research activities through its subsidiaries: Ikonisys Inc. $(USA)$ and Hospitex International (Italy). ALIKO SCIENTIFIC's mission is to innovate cancer diagnosis by uniting cutting-edge technologies, resources, and strategic investments to create a global center of excellence in oncology.
For more information, visit: www.alikoscientific.com
About IKONISYS
Ikonisys is a global leader in automated diagnostics, specializing in fluorescence in situ hybridization (FISH) and circulating tumor cell (CTC) detection. Leveraging advanced artificial intelligence (AI) and a fully automated microscopy platform, Ikonisys provides unmatched precision, scalability, and efficiency in cancer diagnostics and treatment monitoring. Recognized as pioneer in automation for rare cell detection, Ikonisys is at the forefront of personalized medicine, empowering clinicians to deliver targeted therapies and improve patient outcomes.
For more information, visit: www.ikonisys.com
About HOSPITEX
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