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EuroEyes Acquires 100% Issued Shares in London Vision Clinic Partners Limited
[22/01/28]
HONG KONG, Jan 28, 2022 - (JCN Newswire) - EuroEyes International Eye Clinic Limited ("EuroEyes" or the "Company", together with its subsidiaries, the "Group", stock code: 1846), a leading global vision correction service provider, is pleased to announce that EuroEyes UK, a wholly-owned subsidiary of the Company, has entered into a Share Purchase Agreement ("Share Purchase Agreement") to acquire the entire issued shares in London Vision Clinic Partners Limited ("LoVC") with the legal and beneficial owners of LoVC ("Sellers").
According to the share purchase agreement, the total cash consideration and consideration shares for the acquisition shall be GBP13,130,000; the maximum amount of earn out payment shall be GBP17,745,000, and subject to the Consideration Adjustment. The maximum consideration for the Acquisition shall be GBP 30,875,000. In terms of earn out payment, under the first profit target, if the Seller maintains an EBIT growth of 12.5% for four consecutive years, EuroEyes shall procure the allotment and issue to the Seller such number of shares having an aggregate value of up to GBP3,120,000; Under the second profit target, if the Seller achieves an EBIT growth rate of 35% for three consecutive years, and 25% in the fourth year, Euroeyes shall pay GBP 9,750,000 to the Seller.
Upon Completion, the Seller (or the Partners as nominated in accordance with the terms and conditions of the Share Purchase Agreement) will hold approximately 1.20% of the issued share capital of EuroEyes as enlarged by the allotment and issue of the Completion Consideration Shares. The Completion Consideration Shares will be issued at the issue price of HK$8.323 per Completion Consideration Share which represents a discount of approximately 6.9% to the average closing price of HK$8.94 per Share as quoted on the Stock Exchange on the five consecutive trading days ended on the trading day immediately preceding 20 January 2022. The shareholding will serve as an share incentive to motivate and retain London Vision Clinic's partners and key surgeons.
London Vision Clinic Partners Limited is one of the leading brands in the vision correction industry and principally engaged in the provision of premium vision correction services, including PRK, LASIK, SMILE, phakic lens (ICL) surgery and refractive cataract surgery. It has been the market segment and price leader in the UK with its capabilities in conducting detailed and comprehensive testing and diagnosis and has a world reputation for expertise in providing training to specialist surgeons and managing complicated cases.
Moreover, LoVC is a world leader in offering laser vision correction option for reading vision in ageing eyes (presbyopia). Its founder, Professor Dan Zoltan Reinstein, has garnered worldwide reputation for his inventions and major contributions to the refractive surgery field, including the invention of the PRESBYOND Laser Blended Vision treatment as commercialised by Carl Zeiss Meditec for presbyopia which is designed to treat patients from the age of 40 years old, who have developed presbyopia (decreased ability to read up close). PRESBYOND provides an additional method of treating younger patients with presbyopia by a LASIK procedure, which avoids the need to perform surgery inside the eye to replace the natural lens. Presbonyd will a perfect addition to EuroEyes' trifocal lens exchange surgery, which enables EuroEyes to treat a larger group of presbyopia patients over 40 years old without buying new equitments.
In addition, London Vision Clinic has a talent pool of high-quality surgeons and doctors. Upon completion of the Acquisition, EuroEyes will continue to hire the expert group to further strengthen its medical expertise. What's more, Professor Reinstein will serve as a medical director of the international medical advisory board of the Group, which will add tremendous value to EuroEye's expert team.
Professor Reinstein is also a bioengineering pioneer, inventor and developer in the field of layered corneal mapping and imaging and biometry. He had pioneered corneal imaging and biometry with very high-frequency digital ultrasound scanning, invented the Arcscan Insight 100 robotic scanner as well as optical coherence tomography (OCT) devices, enabling superior diagnostic capabilities to improve the safety and accuracy of both laser corneal and ICL surgery. Application of his patented biometric technologies has resulted in major contributions to the clinical and scientific development of both LASIK and SMILE.
Moreover, London Vision Clinic Training, a wholly-owned subsidiary of LoVC, will start business afer acquisition, and will be principally engaged in the provision of online and offline training relating to refractive surgery. Professor Reinstein will be one of the key speakers and trainers at London Vision Clinic Training.
In addition, in terms of the financial position of the target company, London Vision Clinic Partners Limited has shown strong growth potential, with a substantial increase in EBIT from GBP 94,000 in 2020 to GBP 2.19 million in 2021. This growth is mainly due to the proactive optimizations and improvements in its business model and operation management made by LoVC started in early 2021.
Dr. Jorn Slot Jorgensen, Founder, Chairman and CEO of EuroEyes said, "The Group has been actively expanding its current footprint in Europe and the acquisition of LoVC is definitely in line with our growth strategy. We believe that the acquisition will enable the Group to quickly tap into the high-end London market for refractive and presbyopic surgeries, create synergy and support the long-term growth of the Group, thereby enhancing its market leader status. With the additions of LoVC and its PRESBYOND Laser Blended Vision treatment, the Group will be able to reach out to more potential patients who are suffering from presbyopia at an early stage. Following the acquisition of LoVC, we plan to open a new clinic in London within 1-2 year, to further expand our service network and provide more patients with high-quality eye care services."
About EuroEyes International Eye Clinic Limited
EuroEyes was established in 1993 and is one of the leading brands in the vision correction industry that combines German ophthalmology excellence and over 25 years of experience with individualised customer care. EuroEyes is one of the few eye clinic groups with a far-reaching geographical coverage, with operations in Germany, Denmark and the PRC. The Group's vision correction services include (i) refractive laser surgery (which includes ReLEx smile and Femto LASIK); (ii) phakic lens (ICL) surgery; (iii) lens exchange surgery (which includes the monofocal and trifocal lens exchange surgery) and (iv) others (which include PRK/LASEK and ICRS implantation).
Issued by Porda Havas International Finance Communications Group for and on behalf of EuroEyes International Eye Clinic Limited. For further information, please contact:
Porda Havas International Finance Communications Group
Email: euroeyes.hk@pordahavas.com
Copyright 2022 JCN Newswire. All rights reserved. www.jcnnewswire.com
According to the share purchase agreement, the total cash consideration and consideration shares for the acquisition shall be GBP13,130,000; the maximum amount of earn out payment shall be GBP17,745,000, and subject to the Consideration Adjustment. The maximum consideration for the Acquisition shall be GBP 30,875,000. In terms of earn out payment, under the first profit target, if the Seller maintains an EBIT growth of 12.5% for four consecutive years, EuroEyes shall procure the allotment and issue to the Seller such number of shares having an aggregate value of up to GBP3,120,000; Under the second profit target, if the Seller achieves an EBIT growth rate of 35% for three consecutive years, and 25% in the fourth year, Euroeyes shall pay GBP 9,750,000 to the Seller.
Upon Completion, the Seller (or the Partners as nominated in accordance with the terms and conditions of the Share Purchase Agreement) will hold approximately 1.20% of the issued share capital of EuroEyes as enlarged by the allotment and issue of the Completion Consideration Shares. The Completion Consideration Shares will be issued at the issue price of HK$8.323 per Completion Consideration Share which represents a discount of approximately 6.9% to the average closing price of HK$8.94 per Share as quoted on the Stock Exchange on the five consecutive trading days ended on the trading day immediately preceding 20 January 2022. The shareholding will serve as an share incentive to motivate and retain London Vision Clinic's partners and key surgeons.
London Vision Clinic Partners Limited is one of the leading brands in the vision correction industry and principally engaged in the provision of premium vision correction services, including PRK, LASIK, SMILE, phakic lens (ICL) surgery and refractive cataract surgery. It has been the market segment and price leader in the UK with its capabilities in conducting detailed and comprehensive testing and diagnosis and has a world reputation for expertise in providing training to specialist surgeons and managing complicated cases.
Moreover, LoVC is a world leader in offering laser vision correction option for reading vision in ageing eyes (presbyopia). Its founder, Professor Dan Zoltan Reinstein, has garnered worldwide reputation for his inventions and major contributions to the refractive surgery field, including the invention of the PRESBYOND Laser Blended Vision treatment as commercialised by Carl Zeiss Meditec for presbyopia which is designed to treat patients from the age of 40 years old, who have developed presbyopia (decreased ability to read up close). PRESBYOND provides an additional method of treating younger patients with presbyopia by a LASIK procedure, which avoids the need to perform surgery inside the eye to replace the natural lens. Presbonyd will a perfect addition to EuroEyes' trifocal lens exchange surgery, which enables EuroEyes to treat a larger group of presbyopia patients over 40 years old without buying new equitments.
In addition, London Vision Clinic has a talent pool of high-quality surgeons and doctors. Upon completion of the Acquisition, EuroEyes will continue to hire the expert group to further strengthen its medical expertise. What's more, Professor Reinstein will serve as a medical director of the international medical advisory board of the Group, which will add tremendous value to EuroEye's expert team.
Professor Reinstein is also a bioengineering pioneer, inventor and developer in the field of layered corneal mapping and imaging and biometry. He had pioneered corneal imaging and biometry with very high-frequency digital ultrasound scanning, invented the Arcscan Insight 100 robotic scanner as well as optical coherence tomography (OCT) devices, enabling superior diagnostic capabilities to improve the safety and accuracy of both laser corneal and ICL surgery. Application of his patented biometric technologies has resulted in major contributions to the clinical and scientific development of both LASIK and SMILE.
Moreover, London Vision Clinic Training, a wholly-owned subsidiary of LoVC, will start business afer acquisition, and will be principally engaged in the provision of online and offline training relating to refractive surgery. Professor Reinstein will be one of the key speakers and trainers at London Vision Clinic Training.
In addition, in terms of the financial position of the target company, London Vision Clinic Partners Limited has shown strong growth potential, with a substantial increase in EBIT from GBP 94,000 in 2020 to GBP 2.19 million in 2021. This growth is mainly due to the proactive optimizations and improvements in its business model and operation management made by LoVC started in early 2021.
Dr. Jorn Slot Jorgensen, Founder, Chairman and CEO of EuroEyes said, "The Group has been actively expanding its current footprint in Europe and the acquisition of LoVC is definitely in line with our growth strategy. We believe that the acquisition will enable the Group to quickly tap into the high-end London market for refractive and presbyopic surgeries, create synergy and support the long-term growth of the Group, thereby enhancing its market leader status. With the additions of LoVC and its PRESBYOND Laser Blended Vision treatment, the Group will be able to reach out to more potential patients who are suffering from presbyopia at an early stage. Following the acquisition of LoVC, we plan to open a new clinic in London within 1-2 year, to further expand our service network and provide more patients with high-quality eye care services."
About EuroEyes International Eye Clinic Limited
EuroEyes was established in 1993 and is one of the leading brands in the vision correction industry that combines German ophthalmology excellence and over 25 years of experience with individualised customer care. EuroEyes is one of the few eye clinic groups with a far-reaching geographical coverage, with operations in Germany, Denmark and the PRC. The Group's vision correction services include (i) refractive laser surgery (which includes ReLEx smile and Femto LASIK); (ii) phakic lens (ICL) surgery; (iii) lens exchange surgery (which includes the monofocal and trifocal lens exchange surgery) and (iv) others (which include PRK/LASEK and ICRS implantation).
Issued by Porda Havas International Finance Communications Group for and on behalf of EuroEyes International Eye Clinic Limited. For further information, please contact:
Porda Havas International Finance Communications Group
Email: euroeyes.hk@pordahavas.com
Copyright 2022 JCN Newswire. All rights reserved. www.jcnnewswire.com
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