February 4, 2020
Bactiguard Holding AB (publ) (Bactiguard) has entered an agreement to acquire Vigilenz, a Malaysian manufacturer and supplier of medical devices and consumables, primarily active in wound management and infection control.
Bactiguard and Vigilenz have been partners since 2015, when an agreement to develop Bactiguard-coated orthopaedic trauma implants was signed. The implants were CE-marked in late 2018, which paved the way for Bactiguard’s global license agreement with Zimmer Biomet.
Vigilenz has a portfolio of products ranging from surgical sutures, mesh, wound wash and dressings, to orthopaedic trauma implants. One product which Bactiguard considers has significant potential is HYDROCYN aqua®, for advanced wound management of acute and chronic wounds. The product is CE-marked and has been registered by the US FDA. Vigilenz’s research and development activities focus on biomaterials for medical application, urology, cardiovascular and wound management products, with the aim of reducing device related infections. It also has a strong regional distribution network in South East Asia.
“Acquiring Vigilenz makes perfect sense. Together we will have a much stronger offer for infection control and will be able to access the market for advanced wound care, which has a global potential of over USD 5 billion”, says Christian Kinch CEO.
“The transaction will result in substantial synergies both in revenues and cost, by pooling our distribution networks, product development teams, staff functions and production facilities. I am glad that Professor Choudhury has agreed to stay in the business and become a shareholder in Bactiguard, as I see great potential in jointly developing new products and license applications for improved patient outcomes. This is a clear win-win for both companies,” Christian Kinch continues.
In 2019, Vigilenz had a preliminary, consolidated pro forma turnover of approximately MYR 18 million (approx. SEK 42 million), EBITDA of MYR 2.6 million (approx. SEK 6 million) and an EBITDA-margin of 14 percent.
As a result of the acquisition, joint revenues are expected to grow faster than on a stand-alone basis, as the product portfolios are complementary and can be offered throughout both companies’ footprint. In a three to five year perspective, Bactiguard also expects cost synergies of SEK 5-10 million.
The transaction is therefore financially compelling and significantly accretive to revenues, earnings and cash flow.
Highlights of the acquisition
The shareholders of Vigilenz, including the founder, Chief Executive and majority shareholder Professor Choudhury, have unanimously accepted Bactiguard’s offer. The total consideration consists of:
- a cash payment of USD 4.5 million, payable at closing and;
- subject to approval by the shareholders in Bactiguard at the AGM on 28 April 2020, 241 512 new class B-shares in Bactiguard, equivalent to a value of USD 2 million.
- As a result of the acquisition, Bactiguard also assumes net debt of close to SEK 12 million (approximately USD 1.2 million).
The new class B-shares will be subject to a lock-up period of 12 months, during which period the shares may not be sold.
The cash portion will be financed through bank facilities provided by Skandinaviska Enskilda Banken (SEB), with a term of three years. At the same time, the term of Bactiguard’s current bank facility with SEB will be extended and have the same tenor.
Closing of the acquisition and payment of the cash portion of the purchase price shall take place 10 business days after the following condition precedents have been fulfilled:
(i) Bactiguard has received approval from SEB with firm and unconditional commitment regarding the financing of the cash portion of the purchase price; and
(ii) Vigilenz’s bank approves the change of control of Vigilenz.
It is expected that these conditions precedent will be fulfilled no later than 14 February 2020 and, hence, that closing will occur before the end of February 2020.
The Bactiguard Board of Directors has approved the transaction and shareholders including Christian Kinch, Thomas von Koch, Jan Ståhlberg, The Fourth Swedish National Pension Fund (AP4) and Nordea Investment Funds, together representing approximately 66 percent of the capital and 84 percent of the votes in Bactiguard have declared that they will support the issuance of new class B-shares at the AGM.