Proposed sale of the Clinical AI Business to GE HealthCare for £40.5 million
18th July 2024, Intelligent Ultrasound Group plc (AIM: IUG), the ultrasound AI software and simulation company, is pleased to announce it has entered into a conditional sale and purchase agreement for the sale of its Clinical AI business (Intelligent Ultrasound Limited and certain other clinical AI related assets) to GE HealthCare for an enterprise value of £40.5 million on a cash free/debt free basis (the “Proposed Transaction”). The Proposed Transaction excludes the NeedleTrainer and NeedleTrainer Plus products which will remain within the Company along with the Simulation Business.
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Transaction highlights:
- Sale of the Clinical AI Business to GE HealthCare agreed for an enterprise value of £40.5 million.
- Disposal excludes the NeedleTrainer/Trainer Plus product which will be retained within the remaining Simulation Business which generated total revenues of £10.0 million in the financial year ended 31 December 2023 (including £0.8m relating to the NeedleTrainer product).
- The consideration represents a implied value of 12.4p per Ordinary Share on current issued share capital and a premium of 70.9 per cent to the Ordinary Share price on 17 July 2024 and a premium of 30.9 per cent to the volume weighted share price for the last 12 months. The Proposed Transaction also values the Clinical AI Business at 33.8 times full year 2023 revenues of that business.
- The transaction is subject to shareholder approval under AIM Rule 15, as well as confirmations from the Competition and Markets Authority under the Enterprise Act, and the Investment Security Unit under the National Security and Investment Act, that they do not oppose the transaction (the “Regulatory Consents”)
- It is the Board’s intention to make a material return of capital following a review of the growth potential and capital requirements of the post-transaction business and taking legal and tax advice on structure of a return. An announcement detailing the proposed use of funds and future strategic direction for the post-transaction business is expected to be made by the time of completion of the Proposed Transaction, which, dependent on the timing of the Regulatory Consents, is expected to be in September/October this year.
- The Company has received irrevocable undertakings and letters of intent from certain Shareholders (including the Directors) representing approximately 54.6 per cent of the Ordinary Share capital to vote in favour of the Resolution.
Commenting on the Proposed Transaction, Riccardo Pigliucci, Chairman of Intelligent Ultrasound said:
“At Intelligent Ultrasound Plc we have spent the last seven years successfully creating first-to-market AI products and have built a strong capability in real-time automated ultrasound image analysis.
When GE HealthCare offered us £40.5 million to acquire our Clinical AI Business, we were pleased that our achievements were recognised but it presented us with the very difficult decision to exit the main market we had chosen for our future growth.
To date, the growth of our current ScanNav related clinical AI revenues has been slower than we had originally expected and, most importantly, insufficient to fund the developments needed to materially increase the value of the Clinical AI Business. We have had to recognise that developing products such as ScanNav FetalCheck for gestational age estimation and ScanNav Liver is costly and would require the sort of funding levels that are outside the Group’s current cash resources or capital raise capabilities. The Board has therefore concluded that accepting GE HealthCare’s offer is in the best interest of the Company’s shareholders and represents a fair net present value for these potential future revenue streams and recommends it to shareholders for their approval.
The remaining Simulation Business, which will be boosted by the inclusion of the NeedleTrainer range previously reported in our Clinical AI business, is a solid one and the Board will use the time between signing and completion of this Proposed Transaction to conduct a comprehensive review of the business. It is the Board’s intention to make a material return of capital following a review of the growth potential and capital requirements of the post-transaction business and taking legal and tax advice on structure of a return. An announcement detailing the proposed use of funds and strategic direction for the Company is expected to be made by the time the Proposed Transaction completes.”
Read the full regulatory announcement for investors here.
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