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HAMILTON THORNE ANNOUNCES THE ACQUISITION OF IVFTECH ApS AND K4 TECHNOLOGY ApS

  • Significantly expands expertise and product offerings in IVF workstations
  • Provides a direct sales and support platform for the entire Hamilton Thorne group’s product portfolio in the Nordic region

BEVERLY, MA and TORONTO, Ontario – (July 15, 2021)- Hamilton Thorne Ltd. (TSX-V: HTL) ("Hamilton Thorne" or the "Company"), a leading provider of precision instruments, consumables, software and services to the Assisted Reproductive Technologies (ART) research, and cell biology markets, today announced that it has completed the acquisition (the "Transaction") of IVFTECH ApS ("IVFtech") and its affiliated reseller arm, K4 Technology ApS ("K4").

IVFtech, based in Birkerød, Denmark is a leading manufacturer of laminar flow workstations, high-capacity incubators, and related products for the ART and laboratory markets worldwide and, through its affiliate K4, provides product sales and services in the Nordic Region. The Transaction results in the expansion of Hamilton Thorne's product offerings and provides the Company with profitable operations in the well-established Nordic ART market. For the year ended June 30, 2021, IVFtech and K4 had consolidated revenues of approximately US$7.0 million (approximately DKK 44.0 million) and Adjusted EBITDA of approximately US$1.2 million (approximately DKK 7.6 million).

Key Benefits of the Transaction:

  • Addition of a profitable portfolio of premium workstations, incubators, and related products and services
  • Products and operations are highly complementary to Hamilton Thorne's existing product and service offerings, enhancing its ability to offer complete solutions
  • Provides a direct sales and support platform for the entire Hamilton Thorne portfolio of products in the Nordic region
  • Expected to be immediately accretive to revenue and EBITDA
  • Minimally-dilutive transaction financed through its cash on hand, line of credit facility, and share consideration to the seller

"We are excited to welcome our new partners from IVFtech to the Hamilton Thorne family. This acquisition enhances our product offerings in workstation, incubation, and related products, while also providing a direct sales and support platform for our entire Hamilton Thorne portfolio of products in the Nordics," said David Wolf, President and Chief Executive Officer of Hamilton Thorne. "IVFtech is a well-established and respected worldwide provider of premium equipment to the ART and developmental biology market that shares our commitment to the highest standards in quality and customer service. As is the case with most of our acquisitions, our goal is to leave existing operations largely unchanged, and focus on growth opportunities. I am particularly excited that all of IVFtech's current employees and leadership team will continue to operate and lead the growth of the existing IVFtech business while collaborating with the Hamilton Thorne team on several new avenues of growth for our combined operations."

Kjeld Nielsen, Founder of IVFtech commented, "The entire IVFtech team is extremely pleased to be joining Hamilton Thorne who shares our belief in quality and service. We believe that the combination of the businesses can significantly accelerate the growth of both the Hamilton Thorne and IVFtech operations around the world. The management and board of Hamilton Thorne have worked collaboratively with us during this whole process and we greatly look forward to the future of the expanded group."

Acquisition Details

Pursuant to the Transaction, Hamilton Thorne indirectly acquired 100% of capital stock of IVFtech and K4 based on a combined Enterprise Value of approximately $8 million (DKK 50 million).

On closing, Hamilton Thorne paid consideration of approximately US$6.4million (DKK 40 million) in cash and the issuance of an aggregate of 983,612 common shares (the "Seller Shares") of Hamilton Thorne stock at a deemed issuance price of C$2.021 per share with a deemed aggregate value of approximately US$1.6 million (DKK 10 million). The Seller Shares will be subject to a 3-year escrow pending final calculation of any closing adjustments and to satisfy any possible indemnity claims.

The cash component of this transaction was financed with the Company's cash on hand and the drawdown of US$5 million from its acquisition line of credit facility with its existing senior lender, Middlesex Savings Bank. The line of credit converts post-closing to a secured term loan of US$5.0 million which bears interest at a rate of approximately 3.6% per annum, amortizes over the life of the loan, and matures five years from the conversion date.

The Seller Shares issued under the Transaction will be subject to a four month hold period from the closing date under applicable Canadian securities laws. The Transaction is subject to receipt of final acceptance from the TSX Venture Exchange in accordance with its policies.

About Hamilton Thorne Ltd. (www.hamiltonthorne.ltd)

Hamilton Thorne is a leading global provider of precision instruments, consumables, software and services that reduce cost, increase productivity, improve results and enable breakthroughs in Assisted Reproductive Technologies (ART), research, and cell biology markets. Hamilton Thorne markets its products and services under the Hamilton Thorne, Gynemed, Planer, IVFtech, Embryotech Laboratories, and Tek-Event brands, through its growing sales force and distributors worldwide. Hamilton Thorne’s customer base consists of fertility clinics, university research centers, animal breeding facilities, pharmaceutical companies, biotechnology companies, and other commercial and academic research establishments.

About IVFtech (www.IVFtech.com) and K4 (www.k4technology.dk

IVFtech is a company producing advanced equipment for IVF laboratories. Since the founding of the company in 1998 it has been committed to providing the highest quality, customized workstations that control temperature and gasses in a manner that enhances the culture conditions and the growth environment of gametes and embryos. K4 provides product sales and services for the IVFtech product line, as well as selected third party products, in the Nordic region.

Neither the TSX Venture Exchange, nor its regulation services provider (as that term is defined in the policies of the exchange), accepts responsibility for the adequacy or accuracy of this release.

Note on Financial Statements and Non-IFRS Measures

The historical financial information of IVFtech and K4 included in this press release is based on their preliminary unaudited financial statements for their fiscal year ended June 30, 2021 (the "IVFtech Financial Statements"). The IVFtech Financial Statements were prepared in accordance with Danish generally accepted accounting principles. Accordingly, readers are cautioned that such results have not been reconciled to IFRS and may be subject to adjustment.

The reference to IVFtech Adjusted EBITDA refers to earnings before interest, income taxes, depreciation, amortization, share-based compensation expense, acquisition, integration, and restructuring costs, impairment of intangibles, and other exceptional, non-recurring, or non-operational charges, expenses, gain, or income. IVFtech EBITDA is a non-IFRS measure and the method of calculation may differ from the methods used by the Company in calculating its Adjusted EBITDA and by other issuers. For further information on the Company's use of Adjusted EBITDA as a measurement, see section entitled "Use of Non-IFRS Measures" in the Company's most recent Management Discussion and Analysis for the Quarter ended March 31, 2021, a copy of which is available under the Company's profile on SEDAR at www.sedar.com.

Forward-Looking Statements

Certain information in this press release may contain forward-looking statements, including, without limitation, with respect to the projected impact of the transaction on the Company's revenue and future earnings. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in filings by the Company with the Canadian securities regulators, which filings are available at www.sedar.com.

For more information, please contact:

David Wolf, President & CEO
Hamilton Thorne Ltd.
978-921-2050
ir [AT] hamiltonthorne [DOT] ltd
Michael Bruns, CFO
Hamilton Thorne Ltd.    
978-921-2050 
ir [AT] hamiltonthorne [DOT] ltd
Glen Akselrod
Bristol Investor Relations   
905-326-1888
glen [AT] bristolir [DOT] com