July 17, 2018
PARIS–(BUSINESS WIRE)–Regulatory News:
EOS imaging (Paris:EOSI) (Euronext, FR0011191766 – EOSI), the pioneer of orthopedic medical imaging 2D / 3D, today announced that it entered into a binding agreement with Fosun Pharmaceutical AG, an indirect subsidiary of Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (Fosun Pharma, stock code: 600196.SH, 02196.HK), related to an equity investment to be made by Fosun Pharmaceutical AG through an issuance of EOS imaging news shares.
At the closing of the investment, the Company will issue 3,446,649 new shares to be subscribed by Fosun Pharmaceutical AG at a nominal value of €0.01, for a price per share of €4.37, issue premium included, which amounts to a total amount of c. €15.1m. The price per share negotiated between the parties represents a discount of 6.8% on the closing price on July 16th, 2018, and a discount of 9.2% on the volume weighted average share price of the Company’s shares on the regulated market of Euronext Paris over the last 20 trading days prior to the signature of the subscription agreement. Fosun Pharma, through Fosun Pharmaceutical AG, will hold approximately 13.2% of the sum of the Company’s existing Shares and the shares subscribed by Fosun Pharma post transaction (on a non diluted basis and taking into account shareholding and voting rights of the Company at the date of this press release) and will be the largest shareholder of the Company.
Marie Meynadier, CEO of EOS imaging says: “We are very happy to welcome Fosun Pharma, a strategic investor in healthcare with acumen in capital equipment, joining EOS imaging. After the strong investment made by the Company in the US in 2017 and early 2018, this important step reinforces our presence in the Asia-Pacific region and, together with our historical European base, completes our global strategy of strengthened presence in the Company’s three major markets. We look forward to continuing to develop EOS imaging and making available the EOS® technology to a growing number of patients worldwide, amongst which the Chinese population. Companies within Fosun are key players in the high growth global market and will undoubtfully contribute to this development.”
Chen Qiyu, co-president of Fosun International and chairman of Fosun Pharma says: “We are very pleased to have EOS imaging to join Fosun family and to bring its intelligent imaging solutions to the Group. EOS imaging is a global medical device company that develops and markets advanced imaging and image-based solutions for musculoskeletal pathologies and orthopedic surgical care. EOS imaging’s mission is ‘connect imaging to care’ which fully complements Fosun’s mission of creating happier life for families worldwide. With the joining of EOS imaging, it will further enhance and complement Fosun Pharma’s existing resources in medical diagnosis.”
The completion of the investment is subject to the approvals from Chinese government authorities and to the visa of the AMF (Autorité des Marchés Financiers, the French market authority) on a prospectus consisting of the Document de Référence filed with the AMF on April 27th, 2018 under number D.18-0439, and a Note d’Opération which will include a summary of the prospectus. The regulated information related to the Company and the Company’s press releases can be found on the Company website. The Company also publishes today a press release for the first half 2018 Sales.
The investment will be implemented on the basis of the delegation granted by the shareholders extraordinary general meeting dated May 18th, 2018, to the Board of Directors of the Company pursuant to the 20th resolution of such shareholders meeting. On an illustrative basis, a shareholder holding 1% of EOS imaging’s capital before the investment will then hold a stake of 0.87% (on a non diluted basis and taking into account shareholding and voting rights of the Company at the date of this press release).
Following the resignation of Ms Paula Ness Spears from her Board position, Mr Antoine Vidal representing Fosun Pharmaceutical AG will be appointed at the closing of the investment as Board member by co-optation of the Board of Directors of the Company. His co-optation will be ratified at the next Shareholders’ meeting. The Company will do all its best efforts to propose to the shareholders meeting the appointment, before the end of 2018, of an independent director in order to comply with the recommendations of the Middlenext governance code.
In addition, the Company undertakes to offer the possibility to Fosun Pharmaceutical AG to participate in any future dilutive issuance of equity carried out with cancellation of the preferential subscription right and authorized by the General Meeting of Shareholders, during a period of five years after closing and for so long as Fosun Pharmaceutical AG holds, directly or indirectly, at least 25% of the shares subscribed at the closing of the investment. No specific clause for bearance or retention of the shares subscribed is provided for in the context of this transaction. There is no related agreement to this transaction between the parties concurrently with the signing of the investment agreement.
The issuance of the new shares to Fosun Pharmaceutical AG and their admission to trading on Euronext Paris are expected to occur after the approval by the relevant Chinese government authorities and the visa from the AMF on the prospectus. The new shares will then be admitted to trading on the Euronext regulated market in Paris under ISIN FR0011191766 – EOSI. EOS imaging’s share capital will consist of
26,130,407 shares following the settlement-delivery.
Agile Capital Markets acted as a financial advisor to the Company.
Next financial release: Announcement of 2018 Half-Year results on September 13th, 2018
ABOUT EOS IMAGING
EOS imaging is listed on Compartment C of Euronext Paris
ISIN: FR0011191766 – Ticker: EOSI
EOS imaging designs, develops and markets EOS®, a major innovative medical imaging solution dedicated to osteoarticular pathologies and orthopedics combining equipment and services and targeting a $2B per year market opportunity. EOS imaging is currently present in 31 countries, including the United States under FDA agreement, Japan, China and the European Union under CE labelling, through the over 250 installed EOS® platforms representing around one million patient exams every year. Revenues were €37.1M in 2017, e.g. a +32% CAGR over 2012-2017.
For more information, please visit www.eos-imaging.com.
EOS imaging has been selected to integrate the EnterNext © PEA – PME 150 index, composed of 150 French, listed companies on the Euronext markets in Paris.
ABOUT FOSUN PHARMA
Established in 1994, Shanghai Fosun Pharmaceutical (Group) Co., Ltd. (“Fosun Pharma”; stock code: 600196.SH, 02196.HK) is a leading healthcare group in China. Adhering to the mission of improving human health, Fosun Pharma’s business covers all key sectors of healthcare industry chain, including pharmaceutical manufacturing and R&D, healthcare services, medical devices and medical diagnosis, as well as pharmaceutical distribution and retail. Fosun Pharma always regards innovation as the driving force for its business growth. The company continuously optimizes its pharmaceutical R&D system that integrates biosimilars and innovative drugs and has established international R&D teams in China, the United States, India, etc., forming a globally interactive R&D system. Fosun Pharma maintains a national recognized enterprise technology center and establishes innovative chemical drugs platform, biologics platform, high-value generic drugs platform and cellular immunotherapy platform. At present, Fosun Pharma maintains the leading position with its core products in various therapeutic areas, including oncology, cardiovascular system, central nervous system, blood system, metabolism and alimentary system and anti-infection. All products occupy the leading position in each market segment.
Looking forward, Fosun Pharma will adhere to the brand philosophy of “Innovation for Good Health”. Focusing on the unmet needs in the medical field, it will adhere to the development model of “organic growth, external expansion and integrated development” under the guidance of “4IN” strategy (Innovation, Internationalization, Integration, Intelligentization), striving to become a first-tier enterprise in the global mainstream pharmaceutical and healthcare market.
Ph: +33 (0)1 55 25 60 60
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