Guerbet: Intrasense opens its share capital to the Guerbet Group,
which announces its intent to file a voluntary tender offer under
the same price conditions
Intrasense opens its share capital to the
Guerbet Group, which announces its intent to file a voluntary
tender offer under the same price conditions
Montpellier, France, January 11, 2023 at 6:00 PM
CET
Intrasense (FR0011179886 - ALINS), a
specialist in medical imaging software solutions ("Intrasense" or
the "Company") announces that the Guerbet Group (FR0000032526 -
GBT) has acquired a 39% stake in its share capital through a
reserved share capital increase for a total amount of 8.8 million
euros at an issuance price of 0.44 euro per share, representing a
premium of 34.15% over the last closing price of the shares of
Intrasense (the "Capital Increase").
Following this acquisition, Guerbet plans to
file in the near future, on a voluntary basis, a proposed tender
offer for the balance of the shares of Intrasense at a price of
0.44 euro per share, and for the securities giving access to the
share capital of the Company (the "Offer"), in order to
offer to Intrasense’s shareholders, and to holders of securities
giving access to the share capital of the Company, an immediate
liquidity under the same price conditions, without any intent to
delist Intrasense.
"Our goal is to accelerate our growth dynamic by
continuing to invest in innovation and maximizing the distribution
of our solutions. The presence of a reference shareholder in our
capital such as Guerbet responds to this challenge. It provides us
with the ability to penetrate our target markets much more rapidly
and efficiently through an enriched offering and the optimization
of our visibility within the global medical imaging ecosystem. We
are delighted with this opportunity for Intrasense and welcome the
great complementarity of our proposals", comments Nicolas
Reymond, CEO of Intrasense.
"Our acquisition of a stake in Intrasense is a
concrete expression of our desire to leverage the digital imaging
technology and algorithms that we have developed over the past
several years. This strategic partnership will enable us to benefit
from proven expertise in the integration of artificial intelligence
into the clinical routine of practitioners in imaging and
oncology", said David Hale, CEO of Guerbet.
A joint development project in Artificial
Intelligence
Intrasense has recognized expertise in the field
of software solutions that facilitate and secure diagnosis,
decision making and therapeutic follow-up in medical imaging, in
particular thanks to its clinical orchestration capabilities of
artificial intelligence, within the daily practice of
clinicians.Guerbet, a leading global player in the medical imaging
market, has diversified its activities in the digital sector in
recent years, notably by developing innovative artificial
intelligence algorithms enabling the detection of liver lesions,
prostate and pancreatic cancers and bone metastases. In November
2022, Guerbet took over all the algorithms developed in the
framework of its partnership with Merative (IBM Watson) as well as
their intellectual property, giving it the strategic latitude
necessary to plan the marketing of these solutions.
Guerbet's acquisition of a stake in Intrasense
will enable Intrasense to enhance its product offering and benefit
from the support of a major shareholder to carry out the
investments required to implement its growth plan. It will enable
Guerbet to enhance the value of its technology and artificial
intelligence algorithms.
As part of this project, Intrasense and Guerbet
plan to enter into a licensing agreement in the first half of 2023
that would enable Intrasense to integrate and market Guerbet's
artificial intelligence algorithms within its software platforms,
thereby complementing the various partnerships already concluded in
oncology. A collaboration agreement has been in place since October
2022 to study the technical feasibility of this integration and the
two companies have also recently entered into a non-binding
agreement on the main terms and conditions of the envisaged
licensing agreement. This agreement was negotiated at arm's length.
More specifically, it will enable Intrasense to integrate the
algorithms developed by Guerbet for the detection of liver lesions,
prostate cancer, pancreatic cancer and bone lesions,into its Myrian
product offering and into its new oncology product line. Intrasense
will be responsible for the clinical validation and regulatory
registration of the products for which it will be the legal
manufacturer.
Integration of numerous artificial intelligence
technologies from Guerbet and third parties is in line with the
‘clinical routine tools’ strategy already initiated by Intrasense.
The delivery of this strategy will strengthen Intrasense's high
value-added offering in the global imaging market.
As a world leader in medical imaging, Guerbet is
recognized for its expertise and has a global marketing and sales
presence. Intrasense will benefit from this unique insight into
various markets around the world, notably through a stronger
presence at major world imaging conferences.
Thanks to these numerous assets, Intrasense, an
autonomous structure linked to Guerbet, aims to continue to grow in
its markets.
Main characteristics of the Share Capital
Increase
Terms and conditions of the
issuance
In the context of the Share Capital Increase,
20,000,000 new Intrasense shares (the "New
Shares") were issued at an issuance price of 0.44 euro per
share (including 0.05 euro of nominal value per share and an
issuance premium of 0.39 euro per share) in favour of
Guerbet, i.e. a premium of 34.15% compared to the closing price of
the Intrasense share on January 10, 2023 (being the last trading
day prior to the announcement of the Share Capital Increase) and of
35.21% compared to the volume-weighted average price during the
fifteen (15) trading days prior to the pricing of the Share Capital
Increase. This transaction represents a fund raising of a total
gross amount of 8,800,000 euros (issuance premium included).
The New Shares have been issued by way of a
share capital increase with cancellation of the shareholders'
preferential subscription rights in accordance with the 13th
resolution of the extraordinary general meeting of shareholders
held on September 1, 2022 delegating to the Company's Board of
Directors the power to carry out a share capital increase reserved
for a category of persons in accordance with article L. 225-138 of
the French Commercial Code.
The settlement-delivery of the New Shares and
their admission to trading on Euronext Growth Paris are scheduled
for January 13, 2023.
The New Shares will carry dividend rights and
will be entitled, as from their issuance, to all distributions
decided by the Company as from that date, will be traded on the
same line as the existing shares (ISIN FR0011179886), and will be
fully assimilated to the existing shares of the Company.
Following settlement-delivery of the New Shares,
Guerbet will hold 39% of the share capital and 38.7% of the voting
rights of Intrasense.
Impact on the shareholder's
situation
The impact of the Share Capital Increase on the
interest of a shareholder holding 1% of the Company's share capital
(calculated on the basis of the number of shares making up the
Company's share capital as of January 11, 2023) is as follows:
|
Shareholder's interest in % |
Non diluted basis |
Diluted basis* |
Before issuance of the 20,000,000 New Shares |
1.00 |
0.93 |
After issuance of the 20,000,000 New Shares |
0.61 |
0.58 |
* in the event of (i) the exercise of
instruments giving access to the capital representing a maximum
number of 1,041,666 potential new shares, and (ii) the issuance of
the 1,388,848 free shares allocated and likely to be issued at the
end of their respective vesting periods under the 2021-01 to
2021-05 plans.
Impact on shareholders’
equity
The impact of the Share Capital Increase on the
proportion of consolidated shareholders' equity per share
(calculated on the basis of consolidated shareholders' equity as at
June 30, 2022 and the number of shares comprising the Company's
share capital as at January 11, 2023) is as follows:
|
Portion of equity (in euros) |
Non diluted basis |
Diluted basis* |
Before issuance of the 20,000,000 New Shares |
0.10 |
0.11 |
After issuance of the 20,000,000 New Shares |
0.23 |
0.23 |
* in the event of (i) the exercise of
instruments giving access to the capital representing a maximum
number of 1,041,666 potential new shares, and (ii) the issuance of
the 1,388,848 free shares allocated and likely to be issued at the
end of their respective vesting periods under the 2021-01 to
2021-05 plans.
Use of the proceeds of the
issuance
The proceeds of the Share Capital Increase will
be used by Intrasense to strengthen its offer in its key areas, by
continuing its efforts in research and development, also through
the integration of new artificial intelligence algorithms, thus
completing the various partnerships already concluded to date.
Intrasense's investment strategy is based
on:
- A strengthening of the R&D teams around the integration of
artificial intelligence and the development of product lines in
radiology and oncology. In radiology, this will enable
implementation of a brand-new version of the Myrian platform in the
coming years, based on new cloud and SaaS technologies. In
oncology, it will accelerate the functional enrichment of the
solution currently under development;
- The integration of new artificial intelligence algorithms from
technical and business partners, accelerating the enrichment of
Intrasense’s solutions;
- A strengthening of Intrasense's clinical competencies, in order
to set up and execute clinical validation studies of new artificial
intelligence solutions, notably in the framework of recent and
upcoming agreements signed with partners;
- Maintaining sales and marketing efforts in France, Europe,
China and new geographies such as Brazil;
- Significant efforts to ensure the launch of the new oncology
product line to ensure its success.
The financing provided to Intrasense through the
Share Capital Increase will allow the Company to strengthen and
accelerate the execution of its strategy in the coming years.
Impact of the issuance in terms of
liquidity risk management and funding horizon
This Share Capital Increase will provide
Intrasense with a financing horizon of more than 48 months after
the completion of the transaction.
Changes in the shareholder structure
following the Share Capital Increase
The breakdown of the Company's share capital and
voting rights before and after the Share Capital Increase is
presented in Appendix 1 to this press release.
Risk factors
Detailed information about the Company,
including its business, financial information, results, prospects
and related risk factors, can be found in Intrasense's 2022 Half
Year Report and 2021 Annual Report. These documents are available
on the Company's website (https://intrasense.fr/). Your attention
is drawn to the risk factors relating to the Company and its
business, which are set out in Note 10 to the consolidated
half-year financial statements included in Intrasense's 2022
half-year report, and in Note 10 to the consolidated annual
financial statements included in Intrasense's 2021 annual
report.
In addition, investors are invited to take into
consideration the following risks specific to the Share Capital
Increase:
- the market price of the Company's shares could fluctuate and
fall below the subscription price of the shares issued in the
framework of the Share Capital Increase;
- the volatility and liquidity of the Company's shares could
fluctuate significantly;
- sales of the Company's shares could occur on the market and
have an adverse impact on the Company's share price;
- the Company's shareholders could suffer a potentially
significant dilution from any future share capital increases made
necessary by the Company's search for financing.
Intent of Guerbet to file a voluntary tender
offer for the balance of the shares of Intrasense
Terms and conditions of the
Offer
Following the completion of the Share Capital
Increase, Guerbet plans to file a voluntary tender offer for the
balance of the shares of Intrasense at a price of 0.44 euro per
share and on the outstanding warrants.
The objective of the Offer will not be to delist
the Intrasense shares, but to grow the company, to structure its
shareholding to serve the development of its activity and to
strengthen its governance. Consequently, no squeeze-out will be
implemented at the end of the Offer, even if the legal and
regulatory conditions are met.
The Offer will be financed by Guerbet through
the use of its existing credit facilities and will not be subject
to any regulatory approval or other conditions.
The Offer and the offeror's draft tender offer
document will remain subject to review by the AMF, which will
assess their compliance with the applicable legal and regulatory
provisions.
Appointment of an independent expert in
connection with the proposed Offer
An investment agreement was signed today between
the Company and Guerbet for the purposes of the completion of the
Share Capital Increase and the launch of the Offer (the
"Investment Agreement"). The Investment Agreement,
the content of which will be detailed in Guerbet's draft tender
offer document in the context of the proposed Offer, is intended to
govern the terms and conditions of Guerbet's investment in the
share capital of the Company as well as the governance of the
Company following the Offer.
In accordance with article 261-1-III of the
general regulations of the AMF, the Board of Directors of
Intrasense set up an ad hoc committee on December 23, 2022,
composed of the following members:
- Ms. Michèle Lesieur, independent director, Chair of the ad hoc
committee;
- Ms. Anne Larpin, independent director;
- Mr. Patrice Rullier, independent director.
It is specified that the purpose of the ad hoc
committee is (i) to propose to the Board of Directors the
appointment of the independent expert, (ii) to ensure the follow-up
of the work of the independent expert, and (iii) to prepare a draft
reasoned opinion concerning the proposed Offer.
The Board of Directors met today and unanimously
appointed, in accordance with the recommendation of the ad hoc
committee, Paper Audit & Conseil, represented by Mr Xavier
Paper, as independent expert. The latter will be in charge of
drafting a report on the financial conditions of the proposed
Offer, pursuant to article 261-1-I, 1°, 2°, 4° and 5° of the AMF's
general regulations.
In accordance with the applicable stock exchange
regulations, the independent expert will submit his final report at
the end of a minimum period of twenty trading days from his
appointment. In light of the conclusions of the independent
expert's report, the Board of Directors of the Company will meet in
order to decide on the interest of the Offer and on the
consequences of the latter for the Company, its shareholders and
its employees.
The report of the independent expert and the
reasoned opinion of the Board of Directors of Intrasense will be
included in the draft response document prepared by the Company,
which will be filed with the Autorité des marchés financiers
("AMF") in order to obtain a declaration of
compliance, in accordance with applicable regulations.
Guerbet and the Company will inform Intrasense’s
shareholders of key developments relating to the Offer as soon as
possible.
Update on fiscal year 2022 activity and outlook
for Intrasense
On this occasion, Intrasense announces its first
unaudited business results for the year 2022. The Group continues
to grow outside of the war zone (around +11%). However, the Company
is impacted by the geopolitical situation in Eastern Europe and the
health situation in China. Therefore, the Company anticipates a
consolidated turnover of circa €3.8M by December 31, 2022, with an
overall decrease of approximately 9% in revenues compared to the
previous year.
Intrasense is also diversifying its activities
in new geographies such as Brazil. Despite the health situation,
China performed well with a +25% growth in activity. These results
therefore validate the choices made over the last few months, as
well as the resilience and responsiveness of the Company.
Restated operating profit before depreciation
and amortization (EBITDA) would be between €-2.3 million and €-2.9
million for the year 2022, including €-0.6 million IFRS 2 impacts.
This operating result is the result of the investment policy
decided in mid-2021 in the context of the development of the new
product line related to oncology and remains monitored and
controlled.
Intrasense's gross cash position is expected to
be circa €+1.4 million on December 31, 2022, after taking into
account the State Guaranteed Loan (SGL) of €547,000 obtained by
Intrasense on December 23, 2022. Thus, Intrasense's cash position
net of financial debt on December 31, 2022 should be circa €+1.0
million.
By 2026, Intrasense aims, through its strategy
of integrating artificial intelligence technology from third
parties, including Guerbet, at doubling its revenues compared to
fiscal year 2022, and at reaching operational balance (in terms of
EBITDA).
Disclaimer
The Share Capital Increase did not give rise to
the approval of a prospectus by the AMF.At the request of the
Company, the listing of Intrasense shares will resume on January
12, 2023 at markets opening.
About Intrasense
Founded in 2004, Intrasense develops and
markets a unique medical device, Myrian®, a software
platform that facilitates and secures diagnosis, decision making
and therapeutic follow-up.
Thanks to Myrian®, more than 1,000 healthcare
institutions in 40 countries benefit from a single, integrated
platform for reading all types of images (MRI, CT, etc.). Enriched
with expert clinical applications for specific pathologies, Myrian®
offers a universal image processing solution that can be integrated
into all healthcare information systems. Intrasense has 55
employees, including 20 dedicated to Research and Development.
Labelled as an "innovative company" by the BPI, it has invested
more than 12 million euros in Research and Development since its
creation.
Learn more at www.intrasense.fr.
About Guerbet
At Guerbet, we build lasting
relationships to enable people to live better. This is our raison
d'être. We are a global leader in medical imaging, offering a
comprehensive range of pharmaceutical products, medical devices and
digital and AI solutions for diagnostic and interventional
imaging.
A pioneer in the field of contrast media for 95
years with more than 2,700 employees worldwide, we are constantly
innovating and devote between 8% and 10% of our sales to research
and development in five centers in France, Israel and the United
States. Guerbet (GBT) is listed in compartment B of Euronext Paris
and achieved a turnover of 732 million euros in 2021.
Learn more at www.guerbet.com.
IntrasenseSalomé SylvestreCommunication OfficerPhone: +334 67
13 01 30 investors@intrasense.fr |
NewCapThomas GrojeanFinancial Communication and investor
relationsPhone: +331 44 71 20 40intrasense@newcap.eu |
ActifinMarianne Py - Financial communication Phone: +331 56 88
11 25 mpy@actifin.frMathias Jordan - PressPhone: +331 56 88 11
26 |
GuerbetClaire LauvernierDirector of Communications Phone: +336
79 52 11 88 claire.lauvernier@guerbet. com |
APPENDIX 1
Changes in the shareholding structure
following the Share Capital Increase
The breakdown of the Company's share capital and
voting rights before the Share Capital Increase is as follows:
|
Non-diluted basis |
Diluted basis |
Sharholders |
Shares |
% |
Voting rights |
% |
Shares |
% |
Voting rights |
% |
Legal entity/natural person >5% |
0 |
0,0% |
0 |
0,0% |
0 |
0,0% |
0 |
0,0% |
Guerbet |
0 |
0,0% |
0 |
0,0% |
0 |
0,0% |
0 |
0,0% |
Management and board |
15 925 |
0,1% |
15 935 |
0,1% |
1 404 773 |
4,2% |
1 404 783 |
4,1% |
Free float |
31 264 489 |
99,8% |
31 597 946 |
99,9% |
32 306 155 |
95,7% |
32 639 612 |
95,7% |
Treasury shares |
47 000 |
0,2% |
0 |
0,0% |
47 000 |
0,1% |
47 000 |
0,1% |
TOTAL |
31 327 414 |
100,0% |
31 613 881 |
100,0% |
33 757 928 |
100,0% |
34 091 395 |
100,0% |
Following the Share Capital Increase, the
breakdown of the Company's share capital and voting rights is as
follows:
|
Non-diluted basis |
Diluted basis |
Sharholders |
Shares |
% |
Shares |
% |
Shares |
% |
Shares |
% |
Legal entity/natural person >5% |
0 |
0,0% |
0 |
0,0% |
0 |
0,0% |
0 |
0,0% |
Guerbet |
20 000 000 |
39,0% |
20 000 000 |
38,7% |
20 000 000 |
37,2% |
20 000 000 |
37,2% |
Management and board |
15 925 |
0,0% |
15 935 |
0,0% |
1 404 773 |
2,6% |
1 404 783 |
2,6% |
Free float |
31 264 489 |
60,9% |
31 597 946 |
61,2% |
32 306 155 |
60,1% |
32 639 612 |
60,3% |
Treasury shares |
47 000 |
0,1% |
0 |
0,0% |
47 000 |
0,1% |
47 000 |
0,1% |
TOTAL |
51 327 414 |
100,0% |
51 613 881 |
100,0% |
33 757 928 |
100,0% |
50 091 395 |
100,0% |
- Press Release - 2023 01 11
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