Bluesail Medical Acquires 100% Equity of NVT AG for €178 Million to Expand into High-Value Medical Consumables

Original Title:Bluesail MedicalAcquiring 100% Equity Stake in NVT for €178 Million to Expand into High-Value Medical Consumables Business Source: Capital Bond

On September 23, Capital Bond reported that Bluesail Medical (002382.SZ) released an announcement regarding the acquisition of 100% equity interest in NVT AG and the signing of the “Equity Purchase Agreement.”

According to the announcement, in September 2019, Bluesail Medical Co., Ltd. jointly signed the "Share Purchase Agreement" with Urs Christen, Josef Gu, LSMedcap GmbH, Thomas Bogenschütz, Marcel Widmer, and Marcos Centola. The company plans to acquire all 51,000 shares of NVT AG, located at Luzernerstrasse 91, 5630 Muri AG, Switzerland, held by the sellers, through cash payment after raising funds by publicly issuing convertible corporate bonds. The total transaction consideration for the acquired target assets is approximately €178 million.

According to the “Asset Appraisal Report on the Equity Project for Bluesail Medical Co., Ltd.’s Acquisition of NVT AG’s Interventional Aortic Valve Business” (Zhonglian Ping Bao Zi [2019] No. 1609, hereinafter referred to as the “NVT Asset Appraisal Report”) issued by China United Assets Appraisal Group Co., Ltd. (hereinafter referred to as “China United Appraisal”), with June 30, 2019 as the appraisal base date, the appraised value of the equity attributable to parent company owners in NVT AG’s interventional aortic valve business was RMB 828 million, representing an appraisal increase of RMB 1,059.4919 million (converted at the central parity rate of RMB against the euro of 7.817 published by the State Administration of Foreign Exchange on the appraisal base date, the appraised value amounted to EUR 105.923 million).

Based on the aforementioned valuation and after comprehensive consideration of various factors, in accordance with the Equity Purchase Agreement entered into by the Company and the shareholders of NVT, all parties confirm that the initial equity purchase consideration to be paid by the Company to the Sellers for the acquisition of 100% of the equity interest in NVT shall be EUR 105,739,219.33. Additionally, the Company shall pay the consideration for the assignment of the Sellers’ shareholder loan receivables from NVT outstanding at closing, together with accrued but unpaid interest thereon (the “Shareholder Loan Consideration”). As of the valuation reference date, the total Shareholder Loan Consideration amounted to CHF 43,167,228.35, which, when converted at the EUR/CHF exchange rate of 1.0995 agreed upon in the Agreement as of September 18, 2019, equals EUR 39,260,780.67. The aggregate consideration amounts to EUR 145 million. On top of the above-mentioned consideration, adjustments will be made based on the profits and losses of the target company during the transition period, and certain interest will be added according to the duration of the transition period at the time of actual closing. Furthermore, pursuant to the Equity Purchase Agreement, the Buyer intends to consider providing supplementary funding of no more than EUR 33 million to NVT post-closing to support its subsequent operational needs.

In summary, with reference to the aforementioned valuation and after comprehensive consideration of various factors, the total transaction consideration for Bluesail Medical’s acquisition of the target assets is approximately EUR 178 million.

Bluesail Medical stated that the target of its previous acquisition, Biosensors International, was primarily engaged in the coronary intervention sector with a relatively limited product line. The core product of the current acquisition target, New Valve Technology (NVT)—the transcatheter aortic valve—is a blockbuster product in the field of interventional treatment for structural heart disease. It features rapidly growing market demand, superior technological capabilities, higher competitive barriers, and added value, which will help diversify Biosensors International’s current product portfolio dominated by coronary intervention products. Through this transaction, Bluesail Medical will acquire a high-value medical consumables business with broad development prospects, creating strong complementarity and synergy with its existing low-value consumables business in medical and health protective gloves. Meanwhile, the company will formally enter the structural heart disease treatment sector, leveraging NVT as its core technology platform to expand research and development into earlier-stage, broader-market mitral and tricuspid valve intervention products.

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