Perpetua Medical has entered a letter of intent with the shareholders of ES-Medical regarding an investment in the company and acquisition of shares in ES-Medical.
Perpetua Medical’s ownership is intended to amount to 70 percent of the shares in the company after the transaction, with an option to acquire the remaining 30 percent after three years.
“We have had several meetings with Sören Apell and Erik Gripenberg, the founders of ES Medical, and have been impressed by their business acumen and the company’s leading position in the Scandinavian market in what is referred to as ‘probe management’. Together with the founders, we look forward to continuing to develop the business towards increased growth and profitability. An important element of this is to add proprietary products to the company’s existing product portfolio,” says Anders Hedlund, acting CEO of Perpetua Medical.
ES-Medical
ES-Medical is an Uppsala-based company active in disinfection and repair of endoscopy and ultrasound probes. The company also performs service of the product C-10 Probetester, a device that automatically measures leakage current, disinfects, and rinses ultrasound probes.
ES-Medical’s net sales for the financial year 2023 amounted to SEK 9.3 million, with an operating profit of SEK 1.5 million, corresponding to an operating margin of 16.1 percent. The Company’s net sales for the first five months of 2024 amount to SEK 6.3 million.
The transaction is intended to be made at an initial purchase price of SEK 5.23 million, divided into an investment through a directed share issue of SEK 2.09 million and acquisition of shares of SEK 3.14 million from the company’s current shareholders.
Three years after the initial investment, Perpetua Medical has an option to acquire the remaining 30 percent of the shares in ES-Medical at a predetermined multiple. Furthermore, two earn-outs may be paid over two years, corresponding to 20 percent of the Company’s operating profit before depreciation and amortization for each year. The earn-out period is expected to commence in 2028 at the earliest.
The transaction is conditional on Perpetua Medical’s due diligence and that the parties agree to enter into a share purchase agreement. The signing of the share purchase agreement is scheduled for Q3 2024.
Photo: iStock
