Finnish healthcare company Biohit Oyj and Italian Euroclone S.p.A. have agreed an acquisition wherein Biohit Oyj buys Euroclone S.p.A. subsidiary Euroclone Gastro S.r.l. that is focused on the gastrointestinal diagnostics. Following the aquisition, Euroclone Gastro S.r.l. will form a fully Biohit-owned subsidiary, Biohit Healthcare S.r.l., to strengthen Biohit Oyj's diagnostic distribution in Italy.
Biohit Oyj's Board of Directors has made the decision about the acquisition. Acquisition agreement will be signed and the acquisition is expected to be closed during April 2013.
The purchased company was founded in March 2013 to implement this transaction. Euroclone S.p.A. has previously acted as a distributor of Biohit Oyj’s diagnostics in Italy. The purchased company secures the continuity of Biohit Oyj's existing business and provides an opportunity for its further development. Net sales of Euroclone S.p.A.’s business unit focused on gastrointestinal diagnostic were 0.8 million euros and net income was slightly negative in 2012. The acquired company has assets and inventory worth of 0.1 million euros and the company has no debt. The acquired company will employ 2 key employees from Euroclone S.r.l. When Euroclone Gastro S.r.l. forms a Biohit Oyj subsidiary, Franco Aiolfi will act as a managing director. One-off expenses that relate to the acquisition will not be significant.
The integration of the acquired company to Biohit Group and the necessary investments to future growth will bind key resources, and as a result it is likely that the Biohit Oyj's earnings turnaround is expected to happen later than previously estimated (previously announced estimate: "The company expects earnings to turn positive in 2013, or within the first half of 2014").
For the above reasons, the company changes its profit guidance. Predicting outcome due to this major restructuring and development phase is very challenging, but the company expects earnings to turn positive during year 2014.
For the total ownership of Euroclone Gastro S.r.l., Biohit Oyj emits 180,000 new Biohit B-shares for Euroclone S.p.A. The purchase price will be determined by Biohit Oyj's share price one day before the acquisition closing date. These shares are subject to trade restrictions, hence the shares may not be transferred until 12 months have elapsed since the entry of shares, and then the restriction is removed annually at the 60,000 share installments. Otherwise, the shares are entitled to dividend as well as any other shareholder rights in Biohit in the Commercial Register from. The Board has received necessary authorizations to issue new shares in Annual General Meeting held on April 13th, 2011.
The subscription price shall be paid in full with contribution in kind by contributing the full quota and ownership of Euroclone Gastro S.r.l. and its corporate capital to Biohit Oyj. Date for the subscription is between April 18 and May 2, 2013 and application of listing of shares to NASDAQ OMX will be submitted between April 19 and May 2, 2013 (estimated). The ground for deviating from shareholders’ pre-emptive subscription right is the objective to strengthen Biohit Oyj's capital, effectuate a corporate acquisition and thus to support Biohit Oyj’s business and growth.
As a result of new shares emission, the total number of Biohit shares raises up to 13,795,593 shares (13,615,593) and the number of B-shares to 10,820,093 shares (10,640,093). The company's share capital will increase from 2,314,650.81 euros to 2,345,250.81 euros.
The new shares will correspond to a percentage of 1.3% of the Biohit Oyj's total number of shares and 0.3% of the share of voting rights after registration.
CEO Semi Korpela, Biohit Oyj: "Italy has proven to be one of the pioneers in developing treatment practices. We want to be even more closely involved in influencing the direction of this development. The new Italian subsidiary is a natural continuation of a long co-operation with Euroclone."