NOVADAQ Announces Definitive Agreement to Acquire Aimago SA, No Terms Disclosed
Novadaq® Technologies Inc. ("NOVADAQ" or the "Company") (NASDAQ: NVDQ), the leading developer and provider of clinically relevant imaging solutions for use in surgical and diagnostic procedures, announced today that it has entered into a definitive agreement to acquire all outstanding shares of Aimago SA ("Aimago"). Aimago is a privately held medical imaging company, founded in 2008 as a spin off from Ecole Polytechnique Federale de Lausanne ("EPFL"), a Switzerland based academic and research institution.
Aimago's lead product, the EasyLDI Perfusion Camera, incorporates patented, high-speed, full field laser Doppler technology. The design of the device is tablet inspired, and is capable of "point-and-shoot" perfusion imaging at the surface of the skin, without the need to administer any imaging agent to patients. The EasyLDI Perfusion Camera is FDA 510(k) cleared and CE marked and Aimago has installed the first four commercial systems at key opinion leading sites in Europe. EasyLDI's ability to rapidly visualize surface perfusion is expected to be optimal for screening and pre-diagnostic uses in multiple settings including doctors' offices where patients are assessed for wounds, burns and limb ischemia. The product will complement NOVADAQ's SPY® technology which provides deeper, detailed quantitative vascular and microcirculation blood flow and perfusion assessment capabilities, typically during treatments in operating rooms and wound care clinics.
Dr. Jian Farhadi, Director Department of Plastic & Reconstructive Surgery, St Thomas' Hospital, London, commented, "We purchased EasyLDI initially for breast reconstruction, but it is now being used on a daily basis in many additional specialties including colorectal surgery, radiology, and trauma, to make treatment decisions during a procedure. Imaging of perfusion of different body areas has become integral to procedures and I'm convinced that this field will continue to grow." Professor Wassim Raffoul, Chairman of the Department for Plastic and Hand Surgery and Director of the Burn Unit at the Centre Hospitalier Universitaire de Lausanne CHUV added, "EasyLDI is fully integrated into our daily clinical decision making both in surgery as well as for early and accurate burn depth assessment. Also, since the device is non-invasive and intuitive, we regularly use it in the outpatient clinic to evaluate wounds and extremity perfusion."
"NOVADAQ has created the market for perfusion imaging, and the acquisition of Aimago fits with our strategy to expand our product and patent portfolios, and our clinical ecosystem, by providing relevant imaging solutions for use at multiple points throughout the patient care continuum," stated Dr. Arun Menawat, Ph.D., MBA, President and Chief Executive Officer of NOVADAQ. Dr. Menawat continued, "With combined offerings that now include EasyLDI and our family of SPY® Imaging products, NOVADAQ will be able to provide optimized perfusion assessment capabilities from the point of patient screening and admission, through to treatment and follow-up. EasyLDI is already FDA cleared and as such, we expect to start post-marketing studies in patients with chronic non-healing wounds in the United States in the third quarter of 2014."
Michael Friedrich, CEO of Aimago, commented, "Since Aimago's inception in 2008, our engineers have worked to create a unique and innovative laser-based perfusion assessment technology. As CEO of Aimago, my goal was to validate the clinical benefit and commercial business potential for the technology. Now, I look forward to working with Arun and his team over the next several months to transfer Aimago's technology to NOVADAQ, and I am confident that NOVADAQ will make EasyLDI a significant commercial success."
Under terms of the agreement, NOVADAQ will pay to Aimago shareholders, an upfront consideration of US$10 million, which includes US$6.5 million in cash, plus US$3.5 million in NOVADAQ stock. If certain regulatory and commercial milestones are achieved in the future, NOVADAQ may also pay contingent earn out considerations totaling an additional US$2.4 million, which may be satisfied in cash or in NOVADAQ stock at NOVADAQ's option. NOVADAQ will acquire all of Aimago's assets on a cash-free/debt-free basis, including tangible assets and intellectual property assets, which include three owned patent families and four patent families licensed from EPFL. Upon closing, Aimago will become a fully owned NOVADAQ subsidiary. The Aimago transaction is subject to regulatory approvals and customary closing conditions. Until all the closing conditions are satisfied or waived, there can be no assurances that this transaction will be completed. If all closing conditions are satisfied, the transaction is expected to close within 30 days. Canaccord Genuity and De Pfyffer Avocats (Geneva) acted as acquisition advisors to NOVADAQ, and MedCap Advisors and WalderWyss (Zurich) acted as acquisition advisors to Aimago.
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